Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party. (b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease. (c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Lease (Requisite Technology Inc /Co), Lease (Requisite Technology Inc /Co)
Subordination and Attornment. (a) This LeaseThe Tenant agrees that at the option of the Landlord or any mortgagee of the Landlord, to be expressed in writing at any time and from time to time, this Lease and all the rights of the Tenant hereunder, are and hereunder shall be subject and subordinate in to any and all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all mortgages (including deeds of trust, mortgages trust and building loan agreements, including leasehold mortgages and building loan agreements, all instruments supplemental thereto) held by such mortgagee which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, Common Area Facilities and to all renewals, modifications, consolidations, replacements and extension of such leasesextensions thereof, deeds provided that the Tenant shall at any time on notice from the Landlord or any mortgagee (including any trustee under a deed of trust and mortgages. The provisions mortgage) attorn to such mortgagee as the tenant upon all the terms of this Paragraph shall be self-operative and no further instrument of subordination shall be requiredLease. HoweverSubject to the foregoing, in confirmation of such subordination, the Tenant shall promptly execute and deliver agrees to Landlord (or such other party so designated by Landlord)execute, within ten (10) days after receiving a written request from the Landlord an instrument, in recordable form if required, that Landlord, the lessor of or any such lease mortgagee, such instrument of subordination or attornment, as the holder case may be, as may be required of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunderit. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the Tenant’s interest hereunder shall only be subordinated to such mortgages or deeds of trust under which the mortgagee by agreement in the mortgage or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred a separate instrument contracts in substance not to as a "superior party". Notwithstanding disturb the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession ’s occupancy of the Leased Premises in accordance with the terms of this Lease for so long as the Tenant performs its obligations under this Lease on condition that the Tenant, when requested by the mortgagee, shall not be in default execute an attornment agreement to the mortgagee should the mortgagee succeed to the rights of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If. By no later than the Commencement Date, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender Landlord shall request make reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.commercial efforts to
Appears in 2 contracts
Samples: Lease (PointClickCare Corp.), Lease (PointClickCare Corp.)
Subordination and Attornment. (a) This Lease, Lease Agreement and all Tenant’s interest and rights of Tenant hereunder, hereunder are and shall be subject and subordinate at all times to the lien of any mortgage of Landlord’s right, title and interest in all respects and to all present and future ground leasesthe Premises (a “Fee Mortgage”), overriding leases and underlying leases and/or grants of term of now existing or hereafter created on or against the real property and/or the Building Air Park or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesPremises, and to all amendments, restatements, renewals, modifications, replacements consolidations, refinancing, assignments and extension extensions thereof, without the necessity of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no any further instrument or act on the part of subordination shall be requiredTenant. HoweverTenant agrees, in confirmation at the election of the holder of any such subordinationFee Mortgage (a “Fee Mortgagee”), to attorn to any such holder, provided that the Fee Mortgagee agrees to not disturb the possession, use or enjoyment of the Premises by Tenant, or disaffirm this Lease Agreement, so long as Tenant shall promptly execute fully perform its obligations under this Lease Agreement. Tenant agrees to execute, acknowledge and deliver to Landlord (or such other party so designated by Landlord)deliver, within ten (10) days after following Landlord’s request from Landlord an instrumenttherefor, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any commercially reasonable instruments confirming such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph subordination and attornment as shall be a default hereunderrequested by any Fee Mortgagee. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as any Fee Mortgagee may be required at any time subordinate its Fee Mortgage to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isAgreement, at without notice or Tenant’s consent, and thereupon this Lease Agreement shall be deemed prior to such Fee Mortgage without regard to their respective dates of execution, delivery or recording and in that event such Fee Mortgagee shall have the time referred to, subject and subordinate pursuant same rights with respect to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which Lease Agreement as though this Lease isAgreement had been executed prior to the execution, at the time referred to, subject delivery and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition recording of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseFee Mortgage.
Appears in 2 contracts
Samples: Lease Agreement (Air Transport Services Group, Inc.), Lease Agreement (Air Transport Services Group, Inc.)
Subordination and Attornment. (a) 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant shall promptly agrees to execute such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be and deliver Tenant’s failure to Landlord (or such other party do so designated by Landlord), within ten (10) days after request written demand shall, if Landlord so elects, constitute an Event of Default if such failure continues more than three (3) days after Landlord’s delivery of written notice thereof. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Landlord agrees to deliver to Tenant from Landlord an instrument, any future mortgagee or beneficiary a written subordination and non-disturbance agreement in recordable form if requiredon the mortgagee’s or beneficiary’s then standard form providing that so long as Tenant performs all of the terms of this Lease, that LandlordTenant’s possession under this Lease shall not be disturbed, the lessor of any such lease or this Lease will continue and Tenant shall not be joined by the holder of any such mortgage or deed of trust in any action or mortgage proceeding to foreclose thereunder, except where such is necessary for jurisdictional or procedural reasons. Landlord agrees to use commercially reasonable efforts to obtain a written subordination and non-disturbance agreement from such mortgagee or beneficiary in a form reasonably acceptable to Tenant; provided that Tenant shall pay all costs incurred by Landlord in obtaining that subordination and non-disturbance agreement. “Commercially reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being agreed that Tenant shall be responsible for any fee or review costs charged by such mortgagee or beneficiary. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for Tenant in a form reasonably acceptable to Tenant shall have no effect on the rights, obligations and liabilities of their respective successors in interest Landlord and Tenant or assigns may request evidencing such subordination. Failure by Tenant be considered to comply with the requirements of this Paragraph shall be a default by Landlord hereunder.
30.2 Tenant shall, at such time or times as Landlord may request, upon not less than ten (10) days’ prior written request by Landlord, sign and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.3 Tenant shall deliver to Landlord at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Project, and to any encumbrancer of all or any portion of the Building or the Project. Landlord further agrees to keep the Tenant’s financials delivered to Landlord pursuant to Section 30.3 and identified by Tenant in writing as confidential (the “Confidential Information”) in confidence for its information only and not to disclose the Confidential Information to anyone else, except (a) to the directors, officers, employees, affiliates and advisors (including attorneys, counsels, consultants and financial advisors) of Landlord; (b) as required by law; (c) to any regulators having jurisdiction over Landlord’s businesses; (d) to any purchaser or prospective purchaser of Landlord’s property in which Tenant is a tenant or subtenant and any lender holding a lien secured by such property; (e) in connection with any litigation between Tenant on the one hand and Landlord on the other; and (f) to any investor or pension fund for which Landlord holds title to the property; provided that Landlord requires in writing that the parties in subparts (a), (d) and (f) hold such information confidentially. Landlord agrees not to use such information for any other purposes unless it shall have first entered into a further written agreement with Tenant relating to that other use of the Confidential Information proposed by the Landlord. Notwithstanding the foregoing, in Landlord shall be free to use any of the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to following information obtained lawfully from others: (i) information which this Lease is, at the time referred toof disclosure, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and in the deeds of trust or mortgages to which this Lease ispublic domain; (ii) information which, at after disclosure, enters the time referred topublic domain, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor except where such entry is the result of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant breach of this Lease. Further; (iii) information which, Tenant shall attorn prior to such superior party.
(b) Tenant shall take no steps to terminate this Leasethe disclosure, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.was
Appears in 2 contracts
Samples: Lease Agreement (Allakos Inc.), Lease Agreement (Allakos Inc.)
Subordination and Attornment. (a) This Lease, Lease is and at all rights of Tenant hereunder, are and times shall be subject and subordinate in all respects to all present and future any ground or underlying leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building mortgages, trust deeds or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementslike encumbrances, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesPremises, and to all renewals, modifications, consolidations, replacements and extension extensions of any such lease, mortgage, trust deed or like encumbrance. As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or underlying leases or the lien of any future mortgages, deeds of trust, or like encumbrances, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in favor of Tenant executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant's quiet possession of the Premises shall not be disturbed on account of such leasessubordination to such future lease or lien so long as Tenant is not in default under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or underlying leases or the lien of any or all mortgages, deeds of trust and mortgagesor like encumbrances to the Lease. The provisions In the event that any ground or underlying lease terminates for any reason or any mortgage, deed of this Paragraph shall be selftrust or like encumbrance is foreclosed or a conveyance in lieu of foreclosure is made for any reason, then at the election of Landlord's successor-operative and no further instrument of subordination shall be required. However, in confirmation of such subordinationin-interest, Tenant shall promptly attorn to and become the tenant of such successor. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to Landlord (or such other party so designated in the form reasonably required by Landlord), within ten (10) 10 days after request from Landlord an instrument, in recordable form if required, that receipt of written demand by Landlord, any additional documents evidencing the lessor priority or subordination of this Lease with respect to any such ground or underlying lease or the holder lien of any such mortgage, deed of trust trust, or mortgage or like encumbrance. Should Tenant fail to sign and return any of their respective successors in interest or assigns may request evidencing such subordination. Failure by documents within said 10-day period, Tenant to comply with the requirements of this Paragraph shall be a in default hereunder. Notwithstanding hereunder without the foregoingbenefit of any additional notice or cure periods, in the event that Tenant does not execute such documents except as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partystatute.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Office Lease (Pac-West Telecomm Inc), Lease (Integrated Communication Networks Inc)
Subordination and Attornment. (a) 29.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver required to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing evidence such subordination. Failure by If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be further required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases subordination or to which make this Lease is, at prior to the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds lien of trust any mortgage or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds deed of trust" or "superior mortgages". The lessor , as the case may be, and by failing to do so within five (5) days after written demand, Landlord and such holder of a superior lease mortgage may rely upon such documents as prepared and delivered to Tenant and such documents shall be fully binding on Tenant. Tenant hereby attorns to all successor owners of the Building, whether or the beneficiary not such ownership is acquired as a result of a superior deed of trust sale through foreclosure or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"otherwise. Notwithstanding the foregoing, upon Upon written request by Tenant's request, Landlord agrees to will use good faith reasonable efforts to obtain a non-disturbance disturbance, subordination and attornment agreement in the from Landlord’s then current mortgagee on such mortgagee’s then current standard form then of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being used agreed that Tenant shall be responsible for any fee or review costs charged by such superior party mortgagee. Landlord’s failure to obtain a non-disturbance, subordination and attornment agreement for such purposesTenant shall have no effect on the rights, providing that Tenant, notwithstanding obligations and liabilities of Landlord and Tenant or be considered to be a default by LandlordLandlord hereunder.
29.2 Each party shall, shall be entitled at such time or times as the other party may request, upon not less than ten (10) days’ prior written request by the requesting party, sign and deliver to remain the requesting party a certificate stating whether this Lease is in possession full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the Premises certifying party there are any defaults hereunder; and in accordance with the terms circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
29.3 Tenant shall deliver to Landlord prior to the execution of this Lease for so long and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements (or, if unaudited, certified by Tenant’s chief financial officer as Tenant shall not be being true, complete and correct in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cureall material respects), including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any default on the part proposed purchaser of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex Project, and to any encumbrancer of all or of which the interest any portion of the lessee therein under Building or the Project. At Tenant’s request, Landlord shall enter into a superior lease confidentiality agreement with Tenant, which agreement is reasonably acceptable to Landlord and covers confidential financial information contained in the Statements provided by Tenant to Landlord.
29.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents collateral in whole or in partto Landlord, a lender which representation shall request reasonable modifications be deemed made on the date of this Lease as a and again on the Commencement Date, that no material change in the financial condition of such financingTenant, as reflected in the Statements, has occurred since the date Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase delivered the obligations Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of Tenant under this Lease or adversely affect the date of submission of any rights of Tenant or decrease the obligations of Landlord under this LeaseStatements to Landlord.
Appears in 2 contracts
Samples: Lease Agreement (PROCEPT BioRobotics Corp), Lease Agreement (PROCEPT BioRobotics Corp)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in to the lien of all respects to all present and future ground leases, overriding leases any mortgages (which term “mortgages” shall include both construction and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing permanent financing and to all shall include deeds of trust, mortgages trust and building loan agreements, including leasehold mortgages and building loan agreements, which similar security instruments) that may now or hereafter encumber or otherwise affect the Building real estate (including the Building) of which the Demised Premises form a part, or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesLandlord’s leasehold interest therein, and to all and any renewals, extensions, modifications, replacements and extension of such leasesrecastings, deeds of trust and mortgagesor refinancings thereof. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in In confirmation of such subordination, Tenant shall shall, at Landlord’s request, promptly execute and deliver to Landlord (any requisite or such appropriate certificate or other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, document. Tenant agrees that in recordable form if required, the event that Landlord, any proceedings are brought for the lessor foreclosure of any such lease or mortgage, Tenant shall attorn to the holder purchaser at such foreclosure sale, if requested to do so by such purchaser, and to recognize such purchaser as Landlord under this Lease, and Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or propose to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such deed of trust foreclosure proceeding is prosecuted or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereundercompleted. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith reasonable efforts to obtain from the holder of any mortgage or deed of trust securing the Building (each such holder, a “mortgagee”) a subordination, non-disturbance and attornment agreement in for the form then being used benefit of Tenant. If the agreement provided by such superior party for such purposes, providing that the mortgagee is not acceptable to Tenant, notwithstanding a default by Landlord, shall be entitled Tenant may request to remain in possession of the Premises in accordance negotiate with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn mortgagee reasonable modifications to such superior party.
(b) agreement so that it is acceptable to Tenant. Tenant shall take no steps agrees to terminate this Leasepay any fees, without giving written notice costs or expenses required to be paid by the holder for reviewing such superior partyrequest for a subordination, non-disturbance and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, attornment agreement and/or in connection with any request by Tenant to negotiate or attempt to negotiate any changes to the procurementagreement provided by the mortgagee, continuation whether or renewal of not granted; additionally Tenant shall pay all fees, costs and expenses actually incurred by Landlord that are imposed by such mortgagee with respect to such non-disturbance agreement. Landlord shall have no liability if any financing for which the Building such mortgagee refuses to give Tenant a subordination, non-disturbance and attornment agreement or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold refuses to negotiate any changes to its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseform agreement.
Appears in 2 contracts
Samples: Lease (Global Defense Technology & Systems, Inc.), Lease (Global Defense Technology & Systems, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants (i) the lien of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, any Mortgage which may now or hereafter affect encumber all or part of the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesProject, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to all renewalsthe Project, modificationsprovided, replacements however, that so long as this Lease is in full force and extension effect and Tenant is not in default beyond any applicable cure period hereunder, Tenant’s possession of the Premises shall not be disturbed. In order to confirm such leases, deeds of trust and mortgages. The provisions of subordination (and/or any other terms set forth in this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordinationSection), Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)shall, within ten (10) days after written request from Landlord, execute and deliver to Landlord an instrumentor any Mortgage holder, any certification, instrument or other document required by Landlord or such Mortgage holder, in recordable form and content as reasonably required by Landlord or such Mortgage holder. Tenant acknowledges and agrees that its failure to deliver any such statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the contrary, if required, that Landlord, the lessor holder of any Mortgage elects to have this Lease be prior to its lien, Tenant agrees that upon receipt of notice of same from Landlord or such lease Mortgage holder, this Lease will be prior to such lien. If the interests of Landlord under this Lease shall be transferred by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Mortgage to any third party transferee (including without limitation the holder of any such deed Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of trust any statute or mortgage rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph hereunder, (ii) Tenant shall be a default hereunder. Notwithstanding bound to the foregoingNew Owner under the terms, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject covenants and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms conditions of this Lease for so long the balance of the term remaining, including any extensions or renewals, with the same force and effect as Tenant shall not be in default of any term, condition or covenant of if the New Owner were Landlord under this Lease. Further, (iii) Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior partythe New Owner as its Landlord, and a reasonable opportunity (iv) so long as this Lease is in full force and effect and Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to cure New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (without such superior party being obligated to cure), any default on whether or not it acquires the part interest of Landlord under this Lease.
Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for any act, omission and/or breach of the Lease by Landlord, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) If, in connection with the procurement, continuation any amendment or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications modification of this Lease as made subsequent to the granting of the Mortgage by Landlord, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a condition casualty loss thereto or a taking thereof, (e) the commencement or completion of such financingany construction or restoration, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase or (f) restrictions on the obligations use of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of other properties owned by Landlord under this Leasefor purposes which compete with Tenant.
Appears in 2 contracts
Samples: Lease Agreement (Sunshine Heart, Inc.), Lease Agreement (CSAV Holding Corp.)
Subordination and Attornment. (a) This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and all rights at the election of Tenant hereunderLandlord or any Holder, are and shall this Lease will be subject and subordinate in at all respects times to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsSecurity Documents, which may now exist or hereafter be executed which constitute a lien upon or affect the Building or the Building Complex Property or any of such leasesportion thereof, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each Landlord’s interest and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, estate in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereundersaid items. Notwithstanding the foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter or the Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease beyond applicable notice or cure periods. Tenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter, or the Tenant does not Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute such and deliver, within fifteen (15) days of receipt thereof, and in the form reasonably required by Landlord or any Holder, any additional documents as may be required to confirm evidencing the priority or subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isand Tenant’s agreement to attorn with respect to any such Security Document; provided, at the time referred tohowever, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which any such agreement subordinating this Lease isto such lease, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" mortgage or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain shall contain a non-disturbance agreement in the form then being used by provision that is reasonably acceptable to such superior party for such purposesHolder, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises Landlord and Tenant in accordance with the terms of this Lease for so long as Tenant shall not be in default of any termSection 12.3, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partybelow.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Turn Key Datacenter Lease (Endurance International Group Holdings, Inc.), Turn Key Datacenter Lease (Constant Contact, Inc.)
Subordination and Attornment. (a) This Lease, Lease and all Tenant's rights of Tenant hereunder, under ---------------------------- this Lease are and shall be subject and subordinate in all respects to all present and future ground leasesany mortgage, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds deed of trust, mortgages and building loan agreementsground lease, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, underlying lease (and to all renewals, modifications, replacements consolidations, replacements, or extensions thereof), now or hereafter affecting the Premises. Upon the written request to Landlord from Tenant, Landlord will exercise good faith efforts to obtain a commercially reasonable nondisturbance agreement (which may be part of a subordination and extension attornment agreement) recognizing Tenant's right to possession and quiet enjoyment of the Premises upon the transfer of Landlord's interest to such leasessenior party, deeds of trust and mortgagesprovided Tenant is not in default under this Lease. The provisions of this Paragraph shall be self-operative self- operative, and no further instrument of subordination shall be required. However, in In confirmation of such subordination, however, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, any instruments that Landlord, any Lender, or the lessor of under any such lease ground or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns underlying lease, may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's special attorney-in-fact to which this Lease is, at the time referred to, subject execute and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"deliver such instruments. Notwithstanding the foregoingpreceding provisions of this Paragraph, upon Tenant's requestif any ground lessor or Lender elects to have this Lease prior to the lien of its ground lease, Landlord agrees deed of trust, or mortgage, and gives written notice thereof to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing Tenant that Tenant, notwithstanding a default by Landlord, this Lease shall be entitled deemed prior to remain in possession such ground lease, deed of the Premises in accordance with the terms of trust, or mortgage, whether this Lease for so long as Tenant is dated prior or subsequent to the date of such ground lease, deed of trust, or mortgage, then this Lease shall not be in default deemed to be prior to the lien of any termsuch 17 Pacific Tower Full Service Gross Office Copper-Mountain-Lease: 08027.208 Landlord___________Tenant___________ ground lease or mortgage and such ground lease, condition deed of trust, or covenant of mortgage shall be deemed to be subordinate to this Lease. FurtherIf any Lender, Tenant or the lessor of any ground or underlying lease affecting the Premises, shall attorn hereafter succeed to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part rights of Landlord under this Lease.
, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (ci) Ifsuch successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month's installment of Basic Monthly Rent or any other Rent, (iii) such successor landlord shall not be subject to any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant's landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, (vi) Tenant hereby irrevocably appoints Landlord (and such successor landlord) as Tenant's special attorney-in-fact to execute and deliver such instruments on behalf of Tenant, and (vii) upon such attornment, this Lease shall continue in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest effect as a direct lease between such successor landlord and Tenant upon and subject to all of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications provisions of this Lease. If any Lender requests reasonable amendment(s) to this Lease as a condition of such financingat any time during the Term, then Tenant will shall not unreasonably withhold or delay its written consent thereto to such amendment(s), provided that such modifications amendments do not materially increase the Tenant's obligations of Tenant under this Lease or adversely affect any materially decrease Tenant's rights of Tenant or decrease the obligations of Landlord under this Leasehereunder.
Appears in 2 contracts
Samples: Standard Full Service Gross Office Lease (Copper Mountain Networks Inc), Standard Full Service Gross Office Lease (Copper Mountain Networks Inc)
Subordination and Attornment. (a) 30.1. This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2. Notwithstanding the foregoing, (a) Landlord shall use commercially reasonable efforts to obtain a subordination and non-disturbance agreement on the standard form of any mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”); provided, however, that Landlord’s failure to obtain the same shall not affect the priority of this Lease as provided in this Article 30, and (b) Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or mortgageslease in which Landlord is tenant as may be required by Landlord. If any such Mortgagee so elects, and however, this Lease shall be deemed prior in lien to all renewalsany such lease, modificationsmortgage, replacements and extension of such leases, deeds or deed of trust upon or including the Premises regardless of date and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), ’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after a written request from Landlord therefor and an instrumentadditional five (5) days after a second written request therefor, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph it shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject to applicable notice and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages"cure periods. The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to shall use good faith commercially reasonable efforts to obtain a non-disturbance subordination and attornment agreement in the from any future Mortgagee on such Mortgagee’s customary form, and Landlord shall use reasonable efforts to have such form then being used modified by such superior party Tenant’s commercially reasonable comments.
30.3. Upon written request of Landlord and opportunity for such purposesTenant to review, providing that Tenant, notwithstanding a default by Landlord, shall be entitled Tenant agrees to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Lease (Oncorus, Inc.), Lease (Oncorus, Inc.)
Subordination and Attornment. (a) This LeaseLessee shall not assign this lease voluntarily or by operation of law, and all rights of Tenant or any right hereunder, are and shall be subject and subordinate in all respects nor sublet the premises nor any part thereof, nor allow any other person to all present and future ground leases, overriding leases and underlying leases and/or grants of term use the whole or any part of the real property and/or premises with or without a license, without the Building or the Building Complex now or hereafter existing and to all deeds prior written consent of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsLessor, which consent may now or hereafter affect the Building or the Building Complex or any of such leasesbe withheld in Lessor’s reasonable discretion; provided, whether or not such deeds of trust or mortgages shall also cover other lands or buildingshowever, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord that upon providing Lessor with thirty (or such other party so designated by Landlord), within ten (1030) days after request prior written notice, Lessee may assign or sublease without obtaining Lessor’s consent to: (i) any corporation into or with which Lessee may be merged or consolidated or which acquires all or substantially all of Lessee’s assets, or to any subsidiary, parent or affiliate of Lessee; or (ii) any contract partner, subcontractor or prime contractor working with Lessee on its business conducted from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunderdemised premises. Notwithstanding the foregoing, if as of the date of this Lease the EDA has the right to approve or reject subleases and assignments by Lessee, Lessee shall not assign this lease voluntarily or by operation of law, or any right hereunder, nor sublet the premises nor any part thereof, nor allow any other person to use the whole or any part of the premises with or without a license, without the prior written consent of the EDA, which consent may be withheld in the EDA’s sole and absolute discretion. In the event that Tenant does of any such permitted assignment, subleasing or use, such assignee, sublessee or user agrees to be bound by all of the terms and conditions of this Lease, as amended, and all laws, ordinances, rules and regulations now or hereafter made by any governmental authority or in connection with the use of the premises, including but not execute such documents as may be required limited to confirm the subordination set forth in this ParagraphKihei Research and Technology Park District ordinance (Ch. 19.33, Tenant hereby grants to Landlord a power Maui County Code), the Covenants Conditions and Restrictions and Reservation of attorney coupled with an interest to act as Tenant's attorney in fact Easements for the purposes Maui Research and Technology Park and requirements of executing whatever documents are necessary to evidence such subordinationthe EDA, as amended. The leases to which Unless consent is not required, as provided above, any assignment of this Lease islease, at voluntarily or by operation of law, or any subletting, licensing or use by other persons of the time referred topremises, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and without obtaining the deeds prior written consent of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by LandlordLessor, shall be entitled void and at the option of Lessor shall terminate this lease. If this lease be assigned, or if the demised premises or any part thereof be sublet or occupied by anyone other than Lessee, Lessor may collect rent from the assignee, sublessee or occupant, and apply the net amount collected to remain in possession of the Premises in accordance with the terms rent herein reserved, but no such assignment, underletting, occupancy or collection shall be deemed a waiver of this Lease for so long as Tenant shall not be in default covenant, or the acceptance by Lessor of any termassignee, condition sublessee or covenant occupant as lessee during the lease term or any extension thereof, or a release of this Lease. FurtherLessee, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Leaseany mesne assignors or sublessors, without giving written notice to such superior partyfrom the further performance by Lessee, and a reasonable opportunity to cure (without such superior party being obligated to cure)any mesne assignors or mesne sublessors, any default of covenants on the part of Landlord under this LeaseLessee herein contained during the lease term and any extension pursuant to paragraph 25 hereof.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Building Lease (Virtual Radiologic CORP), Building Lease (Virtual Radiologic CORP)
Subordination and Attornment. (a) This Lease, Lease and all Tenant’s rights of Tenant hereunder, under this Lease are and shall be subject and subordinate in all respects to all present and future ground leasesany mortgage, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds deed of trust, mortgages and building loan agreementsground lease, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, underlying lease (and to all renewals, modifications, replacements and extension of such leasesconsolidations, deeds of trust and mortgagesreplacements, or extensions thereof), now or hereafter affecting the Premises. The provisions of this Paragraph shall be paragraph are self-operative operative, and no further instrument of subordination shall be is required. However, in In confirmation of such subordination, however, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, any instruments that Landlord, any Lender, or the lessor of under any such lease ground or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns underlying lease, may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases Notwithstanding the preceding provisions of this paragraph, if any ground lessor or Lender elects to which have this Lease isprior to the lien of its ground lease, at the time referred todeed of trust, subject or mortgage, and subordinate pursuant gives written notice thereof to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which Tenant, then this Lease isis deemed to be prior to the lien of such ground lease or mortgage and such ground lease, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds deed of trust" , or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled deemed to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn subordinate to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice and thereafter if such Lender or lessor succeeds to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part rights of Landlord under this Lease.
, whether by foreclosure, deed in lieu of foreclosure or otherwise, then (ci) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant successor landlord will not unreasonably withhold its consent thereto provided that be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such modifications do successor landlord will not increase the obligations be bound by any prepayment by Tenant of Tenant under this Lease more than one month’s installment of rent, (iii) such successor landlord will not be subject to any liability or adversely affect any rights of Tenant or decrease the obligations obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease, (v) Tenant shall promptly execute and deliver any instruments that may be necessary to evidence such attornment, provided the same is in a commercially reasonable form and (vi) on such attornment, this Lease shall continue in effect as a direct lease between such successor landlord and Tenant. Within ten days after Landlord’s request, Tenant shall execute and deliver a Subordination, Non-Disturbance, and Attornment Agreement (“SNDA”) in the applicable Lender’s standard form. Conversely, at Tenant’s request, Landlord shall diligently seek an SNDA from its Lender(s).
Appears in 2 contracts
Samples: Lease Agreement (Phenomix CORP), Sublease Agreement (Anadys Pharmaceuticals Inc)
Subordination and Attornment. (a) Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease, Lease and all rights of Tenant hereunder, are any and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension or extensions thereof, at the option of such leasesthe Landlord, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative subject and no further instrument of subordination shall be required. However, in confirmation of such subordination, subordinate to any liens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant shall promptly agrees to execute and deliver upon demand (and to cause all sublessees and assignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. In the event Landlord's interest in the Leased Premises is derived from a lease from another party and said Lease should be terminated by the other party. Tenant agrees to attorn (and to cause all sublessees and assignees under Tenant to so attorn) to the other party, its successors and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of any mortgage on the Leased Premises, Tenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser at foreclosure sale and recognize the purchaser as the Landlord under this Lease. The purchaser by virtue of such foreclosure shall be deemed to have assumed, as substitute Landlord, the terms and conditions of this Lease until the resale or other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the validity of any then existing claims of Tenant (or the claims of any sublessees or assignees under Tenant) against the prior Landlord. Tenant agrees to execute and deliver (and to cause all sublessees and assignees under Tenant to execute and deliver) such further assurance and other party documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may reasonably request. Tenant on behalf of itself and on behalf of all sublessees and assignees under Tenant waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute (and to deliver to any third party) any documents hereinabove required to be executed by Tenant, for and on behalf of Tenant, if Tenant shall have failed to do so designated by Landlord), within ten (10) days after the request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default therefor by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Lease (Matrix Capital Corp /Co/), Lease Agreement (Matrix Capital Corp /Co/)
Subordination and Attornment. (a) This As used herein and elsewhere in this Lease, an “Encumbrance” is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein that is executed or recorded, including any future modification, amendment or supplement to any of the foregoing, and all rights any advances made thereunder. Landlord represents and warrants to Tenant that, as of Tenant hereunderthe date of this Lease, are and no Encumbrance exists on the Real Property. If an Encumbrance is created following the date of this Lease, then this Lease shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants such Encumbrance only upon delivery to Tenant of term a non-disturbance agreement executed by the holder of the real property and/or the Building or the Building Complex now or hereafter existing Encumbrance on such holder’s then current form providing that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and to all deeds of trust, mortgages Tenant’s rights hereunder and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or will not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesdisturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, but subject to all renewals, modifications, replacements and extension including such further matters and conditions to the foregoing as may be required by the holder of the Encumbrance in such leases, deeds of trust and mortgagesholder’s standard form. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)shall, within ten (10) days Business Days after request from Landlord’s request, execute and deliver to Landlord an instrumenta document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in recordable form if requiredthis Paragraph 21 are included in such document. If Tenant fails to execute and deliver to Landlord the required document within the required ten (10) Business Day period and does not execute and deliver the document to Landlord within five (5) Business Days following Landlord’s additional written notice to Tenant that the document was not received, then Tenant agrees that Landlord, Landlord shall have the lessor right to execute and deliver such instrument in lieu of any such lease or Tenant and Tenant shall be bound thereby. Any and all charges imposed by the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant the Encumbrance to comply with issue the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement shall be borne by Tenant. If the interest of Landlord in the form then being used by such superior party Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of proceedings for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default enforcement of any term, condition or covenant of this Lease. FurtherEncumbrance, Tenant shall immediately attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior partythe Purchaser, and this Lease shall continue in full force and effect as a reasonable opportunity to cure (without such superior party being obligated to cure), any default direct lease between the Purchaser and Tenant on the part terms and conditions set forth herein upon notice from Landlord or Purchaser of Landlord under this Lease.
(c) Ifsuch transfer, in connection with subject to the procurement, continuation or renewal express terms of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseapplicable non-disturbance agreement.
Appears in 2 contracts
Samples: Office Lease (Twitter, Inc.), Office Lease (Twitter, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are agrees that this Lease is and shall be subject and subordinate in all respects to all present and future ground leasesany mortgages, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages superior leases and building loan agreementsground leases that are now, including leasehold mortgages or may hereafter be placed, upon the Premises or to which the Premises are subject and building loan agreements, which may now or hereafter affect the Building or the Building Complex or to any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter all advances to be made under such deeds of trust or mortgagesthereunder, and to the interest thereon, and all renewals, replacements, modifications, replacements amendments and extension extensions thereof. Tenant also agrees that any mortgagee or beneficiary may elect to have this Lease constitute a prior lien to its mortgage or deed of trust, and in the event of such leaseselection and upon notification by such mortgagee or beneficiary to Tenant to that effect, deeds this Lease shall be deemed prior in lien to such mortgage or deed of trust trust, whether this Lease is dated prior to or subsequent to the date of said mortgage or deed of trust. Tenant agrees that upon the request of Landlord, or any mortgagee, lessor or beneficiary, Tenant shall execute whatever instruments may be reasonably required by Landlord or by any mortgagee, lessor or beneficiary to carry out the intent of this Section. In the event of the cancellation or termination of any superior lease, (1) this Lease and mortgages. The all of the rights of Tenant pursuant to this Lease shall remain in full force and effect, except that the lessor under any applicable superior lease shall be deemed to be 'Landlord', or at the request of such lessor or Tenant, such lessor and Tenant shall enter into a direct lease upon the same terms and conditions set forth in this Lease, (2) Tenant agrees to be bound to such lessor under all provisions of this Paragraph shall be self-operative Lease for the balance of the Term with the same force and no further instrument of subordination shall be required. Howevereffect as if such lessor was the original 'Landlord' under this Lease, in confirmation of such subordination, and (3) Tenant shall promptly perform and observe its obligations under this Lease, and Tenant shall attorn to and recognize such lessor as its 'Landlord' under this Lease. In the event of foreclosure, or conveyance by deed in lieu of foreclosure, or exercise of the power of sale under any mortgage and/or deed of trust, or in the event Landlord sells, conveys or otherwise transfers its interest in the Land or any portion thereof containing the Premises or in the event that any superior lease is terminated, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner or lessor whereby Tenant attorns to such successor in interest and deliver to Landlord recognizes such successor as the 'Landlord' under this Lease, provided, however, that such successor shall not be bound by any payment of Rent for more than three (3) months in advance, any security deposit, or such other party so designated any prior default by Landlord). Upon request by Tenant, within ten (10) days after request Landlord shall use good faith efforts to secure from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed mortgage affecting the Land a written agreement wherein the holder agrees that so long as Tenant is not in default of trust or mortgage or its obligations under this Lease beyond any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with applicable notice and cure period the requirements of this Paragraph holder shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as recognize Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordinationrights under this Lease. The leases to which Rent due under this Lease isshall not be paid more than three (3) months in advance, at and shall, upon receipt of written notification from the time referred toholder of the mortgage, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding lease, be paid by the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn directly to such superior partyholder until the Tenant receives other written instructions from such holder.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Gyrodyne, LLC), Purchase and Sale Agreement (Gyrodyne, LLC)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future any ground leasesor master lease, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to any and all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsmortgages, which may now or hereafter affect the Building or Property, Building, the Building Complex or Premises and/or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgageslease. The provisions of this Paragraph This section shall be self-operative and no further instrument of subordination shall be required. However, in In confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, any instrument that Landlord, the lessor of under any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may reasonably request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases Any lease to which this Lease isis subject and subordinate is herein called “Superior Lease” and the lessor of a Superior Lease or its successor in interest, at the time referred to, subject is herein called “Superior Lessor”; and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages any mortgage to which this Lease isis subject and subordinate, is herein called “Superior Mortgage” and the holder of a Superior Mortgage is herein called “Superior Mortgagee”. If any Superior Lessor or Superior Mortgagee or the nominee or designee of any Superior Lessor or Superior Mortgagee shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, or otherwise, then at the time referred to, subject request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred upon such Successor Landlord’s written agreement to as a "superior party". Notwithstanding the foregoing, upon accept Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further’s attornment, Tenant shall attorn to and recognize such superior party.
(b) Successor Landlord as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between the Successor Landlord and Tenant shall take no steps to terminate upon all of the terms, conditions and covenants as are set forth in this Lease, without giving written notice except that the Successor Landlord (unless formerly the Landlord under this Lease) shall not be (a) liable in any way to such superior partyTenant for any act or omission, and a reasonable opportunity to cure (without such superior party being obligated to cure), any neglect or default on the part of Landlord under this Lease.
, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant, (c) Ifsubject to any counterclaim or setoff which theretofore accrued to Tenant against Landlord, in connection with the procurement, continuation or renewal of (d) bound by any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications modification of this Lease as a condition subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of such financingany rent for more than one (1) month, which was not approved in writing by the Successor Landlord, (e) liable to the Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase beyond the obligations Successor Landlord’s interest in the Property, (f) responsible for the performance of Tenant any work to be done by Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or adversely affect (g) required to remove any rights person occupying the Premises or any part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time and from time to time to execute a suitable instrument in confirmation of Tenant or decrease the obligations of Landlord under this LeaseTenant’s agreement to attorn, as aforesaid.
Appears in 2 contracts
Samples: Commercial Lease, Commercial Lease (FusionStorm Global, Inc.)
Subordination and Attornment. (a) This LeaseLessee agrees that this Lease is now and, and all rights of Tenant hereunderabsent an election pursuant to the subsequent paragraph, are and forever shall be subject and subordinate in all respects to all present and future any mortgage, deed to secure debt, ground leaseslease, overriding leases and underlying leases and/or grants deed of term of trust or any other hypothecation for security now or hereafter placed by Lessor upon the real property and/or of which the Building or the Building Complex now or hereafter existing Premises are a part, and to any and all deeds advances made or to be made thereunder, and to the interest thereon and all renewals, replacements, modifications and extensions thereof. If any holder of trustany such mortgage, mortgages and building loan agreementsdeed to secure debt, including leasehold mortgages and building loan agreementsground lease, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds deed of trust or mortgages shall also cover any other lands or buildingshypothecation for security elects, by written notice to Lessee, to each and every advance made or hereafter have this Lease superior to be made under such deeds of trust or mortgagesits interest, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of then this Paragraph Lease shall be self-operative and no further instrument of deemed superior to such interest, whether this Lease is dated or recorded prior or subsequent to the date thereof. Lessee agrees to execute promptly any documents which may be necessary to evidence or effectuate such subordination shall be requiredor to make this Lease prior to any such instrument. However, in confirmation of such subordination, Tenant shall promptly execute and deliver Failing to Landlord (or such other party do so designated by Landlord), within ten (10) days after written demand, Lessee does hereby make, constitute and irrevocably appoint Lessor as Lessee’s attorney-in-fact in Lessee’s name, place and stead, to do so. Lessee hereby attorns to all successor owners of the Premises, whether or not such ownership is acquired as a result of a sale, through foreclosure or otherwise. Lessee hereby agrees to execute, within five (5) days of receipt by Lessee, such instruments as Lessor may request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any to evidence such lease or subordination and to assure the holder of any such mortgage, deed to secure debt, ground lease, deed of trust or mortgage or any other hypothecation (the “Lender”) that upon transfer of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant title to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or real property of which the interest of the lessee therein under Premises are a superior lease represents collateral in whole part to Lender, its successors or in partassigns, a lender shall request reasonable modifications of this Lease as a condition or any other purchaser of such financing, Tenant real property pursuant to an exercise by Lender of its remedies against Lessor that Lessee will not unreasonably withhold its consent thereto provided that recognize such modifications do not increase Lender or purchaser as the obligations of Tenant “Lessor” under this Lease and that Lessee will not assert against such Lender or adversely affect purchaser any rights of Tenant or decrease the obligations of Landlord default by Lessor under this LeaseLease prior to the transfer of title to such real property.
Appears in 2 contracts
Samples: Lease Agreement (Ebank Financial Services Inc), Lease Agreement (Ebank Financial Services Inc)
Subordination and Attornment. (a) This LeaseTenant accepts this Lease subject and subordinate to any mortgage, deed of trust, or other lien presently existing on the Project or the Land or subsequently created on the Project, and all to any renewals and extensions thereof, provided that the rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of full force and effect during the Premises in accordance with the terms term of this Lease for so long as Tenant shall not continue to perform all of the covenants and conditions of this Lease, but Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust, or other lien to this Lease. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust, or other lien hereafter placed on the Project or the Land, and Tenant agrees on demand, and without charge to Landlord or any mortgagee, to execute such further instruments subordinating this Lease as Landlord may reasonably request, provided such subordination shall be on the express condition that this Lease shall be recognized by the mortgagee, and that the rights of Tenant shall remain in default full force and effect during the term of any term, condition or covenant this Lease so long as Tenant shall continue to perform all of the covenants and conditions of this Lease. FurtherNo such mortgagee shall be required to assume any liabilities for defaults occurring prior to its ownership of the Project. Tenant covenants and agrees that upon foreclosure of any deed of trust, Tenant shall mortgage or other instrument of security and the sale of the Project or the Land pursuant to any such document, to attorn to any purchaser at such superior party.
(b) Tenant shall take no steps a sale and to terminate this Lease, without giving written notice to recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on purchaser as the part of Landlord under this Lease.
(c) If, . The agreement of Tenant to attorn to any purchaser pursuant to such a foreclosure sale or trustee’s sale in connection with the procurement, continuation or renewal of immediately preceding sentence shall survive any financing for which the Building or the Building Complex or of which the interest such sale. Tenant’s rights under this Lease shall remain in full force and effect so long as Tenant shall continue to perform all of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications covenants and conditions of this Lease as a condition of such financing, and Tenant will is not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant in default under this Lease or adversely affect any rights of Tenant or decrease and Landlord owns the obligations of Landlord under this LeaseProject.
Appears in 2 contracts
Samples: Standard Industrial Lease (TWC Holding Corp.), Standard Industrial Lease (Wornick CO Right Away Division, L.P.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)) at Tenant’s own cost and expense, within ten five (105) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "“superior leases" ” and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "“superior deeds of trust" ” or "“superior mortgages"”. The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "“superior party"”. Notwithstanding any of the foregoing, upon Tenant's requestTenant shall not be required to execute any instrument of subordination, Landlord agrees and therefore, no subordination with respect to use good faith efforts any future ground lease, mortgage or deed of trust shall occur unless such superior party shall grant and deliver to obtain Tenant a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Intelepeer Inc), Commercial Lease Agreement (Intelepeer Inc)
Subordination and Attornment. (a) This LeaseLease is subject and subordinate to all Mortgages now or hereafter placed upon the Premises, and all rights other encumbrances and matters of public record applicable to the Premises; provided, however, that any such subordination to any Mortgage placed on the Premises after the date hereof shall not operate to terminate or defeat this Lease so long as Tenant hereunderis not in default hereunder beyond any notice and cure period. If any foreclosure proceedings are initiated by any Holder or a deed in lieu of such foreclosure is granted, are Tenant agrees, upon written request of any such Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, to attorn and shall be subject and subordinate in all respects pay Rent to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing such party and to all deeds of trustexecute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or so long as Tenant is not in default hereunder beyond any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be requiredcure period hereunder). However, in confirmation the event of such subordinationattornment, no Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure shall be: (i) liable for any act or omission of Landlord or subject to any offsets or defenses which Tenant shall promptly execute and deliver to might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or such other party so designated bound by Landlord), within ten (10) days after request from Landlord an instrumentany prepaid Rent, in recordable form if required, that Landlord, the lessor excess of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact Rent for the purposes of executing whatever documents are necessary to evidence month in which such subordination. The leases to which this Lease isparty becomes Landlord under such attornment, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used not actually received by such superior party for such purposes, providing that Tenant, notwithstanding a default party; or (iii) bound by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms any future modification of this Lease for so long as not consented to by such party (provided that Tenant shall not be was first given notice of the existence of such Holder in default the manner specified in Section 21.2 below). Any Holder may elect to make this Lease prior to the lien of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without its Mortgage by giving written notice to such superior partyTenant, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on if the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal Holder of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in partprior Mortgage shall require, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect shall be prior to any rights of Tenant or decrease the obligations of Landlord under this Leasesubordinate Mortgage.
Appears in 2 contracts
Samples: Lease (Schnitzer Steel Industries Inc), Lease (Schnitzer Steel Industries Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and agrees that this Lease shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex security deeds ("Mortgages") now or hereafter existing and to encumbering all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any portion of such leasesthe Premises, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, provided that Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request receives an agreement from Landlord an instrument, in recordable form if required, that Landlord, the lessor holder of any such lease Mortgage providing that this Lease and Tenant's rights hereunder shall not be divested or in any way affected by any foreclosure or other default proceedings thereunder so long as there exists no Event of Default under the terms of this Lease. Tenant shall at any time hereafter, on demand of Landlord or the holder of any Mortgage, execute any instruments which may reasonably be required by such deed party for the purpose of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as to the lien or security interest of such party. Tenant shall not be in default shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or the holder of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this LeaseMortgage, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure)expense, any default on and all documents, in form and substance reasonably acceptable to Tenant, that may be necessary to make this Lease superior to the part lien of the Mortgage. If the holder of any Mortgage shall hereafter succeed to the rights of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that shall, at such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord holder's request, attorn to and recognize such successor as Tenant's landlord under this Lease. Tenant shall promptly execute, acknowledge and deliver any instrument that may be necessary to evidence such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between each successor Landlord and Tenant, subject to all of the terms, covenants and conditions of this Lease.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Crawford & Co), Purchase and Sale Agreement (Crawford & Co)
Subordination and Attornment. (a) 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant shall promptly agrees to execute and deliver such commercially reasonable documents as may be further required to Landlord evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be within ten (or such other party so designated 10) business days after written request by Landlord), . If Tenant fails to do so within ten (10) days after a second written demand, such failure shall, if Landlord so elects, constitute an Event of Default. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 Tenant shall, at such time or times as Landlord may request, upon not less than ten (10) business days’ prior written request from by Landlord, sign and deliver to Landlord an instrumentestoppel certificate, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph which shall be a default hereunder. Notwithstanding the foregoing, substantially in the event that Tenant does not execute form of Exhibit E, attached hereto (or such documents other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to confirm this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the subordination Project, or a holder or prospective holder of any mortgage encumbering the Project, or any portion thereof. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in this Paragraph, the request for an estoppel certificate.
30.3 Tenant hereby grants shall deliver to Landlord a power of attorney coupled with an interest prior to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms execution of this Lease for so long as Tenant shall not be in default and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, Table of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.Contents
Appears in 2 contracts
Samples: Lease Agreement (Adicet Bio, Inc.), Lease Agreement (resTORbio, Inc.)
Subordination and Attornment. (a) This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and all rights at the election of Tenant hereunderLandlord or any Holder, are and shall this Lease will be subject and subordinate in at all respects times to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsSecurity Documents, which may now exist or hereafter be executed which constitute a lien upon or affect the Building or the Building Complex Property or any of such leasesportion thereof, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each Landlord’s interest and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, estate in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereundersaid items. Notwithstanding the foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such Security Document to this Lease that may or may not have occurred), at the election of Landlord’s successor in interest, Tenant agrees to attorn to and become the tenant of such successor, in which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease beyond applicable notice or cure periods. Tenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that of any termination or transfer of Landlord’s estate or interest in the Property, the Building or the Tenant does not Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute such and deliver, within fifteen (15) days of receipt thereof, and in the form reasonably required by Landlord or any Holder, any additional documents as may be required to confirm evidencing the priority or subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isand Tenant’s agreement to attorn with respect to any such Security Document; provided, at the time referred tohowever, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which any such agreement subordinating this Lease isto such lease, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" mortgage or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain shall contain a non-disturbance agreement in the form then being used by provision that is reasonably acceptable to such superior party for such purposesHolder, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises Landlord and Tenant in accordance with the terms of this Lease for so long as Tenant shall not be in default of any termSection 12.3, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partybelow.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Datacenter Lease (Endurance International Group Holdings, Inc.), Datacenter Lease (Constant Contact, Inc.)
Subordination and Attornment. (a) 30.1. This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or ground lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex which Landlord is tenant now or hereafter existing in force against the Premises or any portion thereof and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, but nothing in this Section shall be deemed to limit Article 15.
30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or mortgageslease in which Landlord is tenant as may be required by Landlord; provided that, and Tenant receives a non-disturbance agreement from such lender or lessor. If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to all renewalsany such lease, modificationsmortgage, replacements and extension of such leases, deeds or deed of trust upon or including the Premises regardless of date and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), ’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphtherefor, Tenant hereby grants constitutes and appoints Landlord or its special attorney-in-fact to Landlord a execute and deliver any such document or documents in the name of Tenant. Such power of attorney is coupled with an interest and is irrevocable.
30.3. Upon written request of Landlord and opportunity for Tenant to act as review, Tenant agrees to execute any Lease amendments not materially (a) altering the terms of, (b) reducing Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which ’s rights under or (c) increasing Tenant’s obligations under this Lease isLease, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust if required by a mortgagee or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for foreclosure, or superior in the event of the exercise of the power of sale under any mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding deed of trust made by Landlord covering the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. FurtherPremises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Lease (Asterias Biotherapeutics, Inc.), Lease (Biotime Inc)
Subordination and Attornment. (a) This LeaseWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and all rights at the election of Tenant hereunderLandlord or any Holder, are and shall this Lease will be subject and subordinate in at all respects times to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsSecurity Documents, which may now exist or hereafter be executed which constitute a lien upon or affect the Building Property or any portion thereof, or Landlord’s interest and estate in any of said items. Notwithstanding the foregoing, Landlord reserves the right to subordinate (or cause the subordination of) any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter or the Building Complex Tenant Space by reason of any termination or foreclosure of any such Security Documents (and notwithstanding any subordination of such leasesSecurity Document to this Lease that may or may not have occurred), whether or not such deeds at the election of trust or mortgages shall also cover other lands or buildingsLandlord’s successor in interest, Tenant agrees to each attorn to and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension become the tenant of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. Howeversuccessor, in confirmation which event Tenant’s right to possession of the Property will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives any right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter, or the Tenant Space by reason of any termination or foreclosure of any such subordination, Security Documents. Tenant shall promptly covenants and agrees to execute and deliver to Landlord (or such other party so designated by Landlord)deliver, within ten (10) business days after request from receipt thereof, and in the form reasonably required by Landlord an instrumentor any Holder, in recordable form if required, that Landlord, any additional documents evidencing the lessor priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such lease or the holder of Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain contain a non-disturbance agreement in the form then being used by provision that is reasonably acceptable to such superior party for such purposesHolder, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises Landlord and Tenant in accordance with the terms of this Lease for so long as Tenant shall not be in default of any termSection 12.3, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partybelow.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Turn Key Datacenter Lease (Carbonite Inc), Turn Key Datacenter Lease (Carbonite Inc)
Subordination and Attornment. 19.1. As of the date hereof, there are no mortgages, deeds of trust or leases that are superior to this Lease. Subject to Tenant’s receipt of a SNDA (abelow defined) This Lease, and all rights of Tenant hereunder, are and this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of which Landlord is tenant that may be hereafter in force against the real property and/or the Building Premises or the Building Complex now or hereafter existing any portion thereof and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under upon the security thereof without the necessity of the execution and delivery of any further instruments (other than the SNDA) on the part of Tenant to effectuate such subordination.
19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such future mortgage or mortgages or deeds of trust or mortgageslease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, and beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to all renewalsany such lease, modificationsmortgage, replacements and extension of such leases, deeds or deed of trust upon or including the Premises regardless of date and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), 's request. Tenant shall execute any document required from Tenant under this Section within ten (10) business days after written request from therefor.
19.3. Upon written request of Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by and opportunity for Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphreview, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease (it being acknowledged that any change to the Permitted Use shall be deemed a material alteration), if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part.
19.4. In the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If, in connection with 19.5. As a condition to the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications subordination of this Lease as to any lease or mortgage that may hereafter be secured by the Premises, Landlord shall obtain for the benefit of Tenant, a condition of commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”) from Landlord’s current and any future Mortgagee, on such financingMortgagee’s standard form thereof, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase which shall be commercially reasonable in the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease industry for the obligations of Landlord under this LeasePermitted Use.
Appears in 2 contracts
Samples: Lease Agreement (Innovative Industrial Properties Inc), Purchase and Sale Agreement (Innovative Industrial Properties Inc)
Subordination and Attornment. (a) This LeaseLease is subordinate to all Superior Leases and Mortgages, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, will attorn to each and every advance made person or hereafter entity that succeeds to be made Landlord’s interest under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgagesthis Lease. The provisions of this Paragraph shall be This Section is self-operative as to Superior Leases and no further instrument of Mortgages and Landlord’s Mortgagees existing when this Lease is executed, but if requested to confirm a subordination shall be required. However, in confirmation of such subordinationand/or attornment, Tenant shall promptly will execute subordination and deliver to Landlord attornment agreements furnished by the then-current Landlord’s Mortgagees within fifteen (or such other party so designated by Landlord), within ten (1015) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordinationrequest. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord landlord agrees to use good faith commercially reasonable efforts to obtain a non-disturbance agreement the execution and delivery to Tenant of recordable agreements by the holders of all Superior Leases and Mortgages covering the Premises which are of record prior to the execution and delivery of this Lease and by anyone having any interest in the form then being used by such leased premises which is superior party for such purposes, providing that to the interest or title of Landlord or which might at any time adversely affect Tenant, notwithstanding a default by Landlord, shall be entitled ’s possession or right to remain in possession of the Premises in accordance with under the terms of this Lease for Lease, which agreements shall provide that, so long as the Tenant shall not be in terminable default under the Lease, this Lease will not be affected and Tenant’s possession hereunder will not be disturbed by any default in or foreclosure of such mortgage and Tenant shall continue peaceably to hold and enjoy the Premises for the remainder of the lease term (and any termextension thereof) upon all the same terms, condition or covenant covenants and conditions of this Lease, however, the failure to provide one will not constitute a default by the Landlord. FurtherThe Landlord will use commercially reasonable efforts to obtain a similar agreement from subsequent mortgagees; however, Tenant shall attorn the failure to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and provide one will not constitute a reasonable opportunity to cure (without such superior party being obligated to cure), any default on by the part Landlord. At the request of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financingthose Landlord’s Mortgagees, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase execute the obligations of Tenant under Mortgagee’s standard form subordination, non-disturbance and attornment agreements to provide for the foregoing. However, if a Landlord’s Mortgagee elects in writing, this Lease or adversely affect any rights will be superior to the Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant or decrease the obligations of Landlord under will execute an agreement confirming this Leaseelection on request.
Appears in 2 contracts
Samples: Consent to Sublease (Sige Semiconductor Inc), Consent to Sublease (Sige Semiconductor Inc)
Subordination and Attornment. (a) This Lease35.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, and all rights of Tenant hereunder, are and this Lease shall be subject to and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term any mortgage or deed of the real property and/or the Building or the Building Complex trust now or hereafter existing in force against the Project and Building of which the Premises are a part, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds upon the security thereof without the necessity of trust or mortgages, the execution and delivery of any further instruments on the part of Tenant to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant a non-disturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may request and as Tenant may approve, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Tenant’s rights and obligations hereunder shall promptly execute remain in force and deliver Tenant’s right to possession shall be upheld. Furthermore, Landlord (or such other party so designated by Landlord)shall provide to Tenant, within ten forty-five (1045) days after request execution of this Lease by both parties, such a nondisturbance agreement from Landlord an instrument, in recordable form if required, that Landlord, the lessor beneficiary of any such lease or mortgage presently encumbering the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Project.
35.2 Notwithstanding the foregoing, in Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the event that Tenant does not execute lien of any such documents mortgage or deed of trust as may be required by Landlord and in a form reasonably satisfactory to confirm Tenant, provided that the subordination set forth in this Paragraphlienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by recordable form. However, if any such superior party for such purposes, providing that Tenant, notwithstanding mortgagee or beneficiary so elects at any time prior to or following a default by LandlordTenant, this Lease shall be entitled deemed prior in lien to remain any such mortgage or deed of trust regardless of date and Tenant will execute a statement in possession writing to such effect at Landlord’s request in a form reasonably satisfactory to Tenant.
35.3 In the event any proceedings are brought for foreclosure, or in the event of the Premises exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partythe non-disturbance agreement.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 2 contracts
Samples: Lease (Biocept Inc), Lease (Biocept Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects respect to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of trust, mortgages trust and building loan agreements, including leasehold mortgages mortgages, deeds of trust and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such mortgages or deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such mortgages or deeds of trust or mortgagestrust, and to all renewals, modifications, replacements and extension extensions of such leases, leases and such mortgages or deeds of trust and mortgagestrust. The provisions of this This Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in In confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an any instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such mortgage or deed of trust or mortgage trust, or any of their respective successors in interest or assigns may reasonably request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leaseslease" and the mortgages or deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease, provided that Tenant has been given written notice of the name and address of any such superior party.
(c) In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of the exercise of the power of sale under, any superior mortgage, Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to, such successor in interest and recognizes such successor as the Landlord under this Lease.
(d) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex Complex, or of which the interest of the lessee therein under a superior lease lease, represents collateral in whole or in part, a an institutional lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
(e) So long as Tenant is not in default under this Lease, Landlord agrees to obtain a non-disturbance agreement from any superior party. Tenant: ______
Appears in 1 contract
Samples: Office Building Lease (Michigan Heritage Bancorp Inc)
Subordination and Attornment. (a) This Lease30.1. Provided that Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed so long as Tenant is not in Default, and all rights of Tenant hereunder, are and this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or mortgageslease in which Landlord is tenant as may be required by Landlord, which shall include language stating that, so long as Tenant is not in Default, Tenant’s possession and quiet enjoyment of the Premises shall not be disturbed by the Mortgagee (as defined below). If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to all renewalsany such lease, modificationsmortgage, replacements and extension of such leases, deeds or deed of trust upon or including the Premises regardless of date and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), ’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphtherefor, Tenant hereby grants constitutes and appoints Landlord or its special attorney-in-fact to Landlord a execute and deliver any such document or documents in the name of Tenant. Such power of attorney is coupled with an interest and is irrevocable.
30.3. Upon written request of Landlord and opportunity for Tenant to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isreview, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord Tenant agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If30.5. Upon request by Tenant and at Tenant’s sole cost, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest Landlord shall provide a non-disturbance agreement from all future lenders and ground lessors of the lessee therein under a superior lease represents collateral in whole Project on such lenders’ or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseground lessors’ standard form.
Appears in 1 contract
Samples: Lease (BIND Therapeutics, Inc)
Subordination and Attornment. (a) This Lease35.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, and all rights of Tenant hereunder, are and this Lease shall be subject to and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term any mortgage or deed of the real property and/or the Building or the Building Complex trust now or hereafter existing in force against the Premises or any portion thereof, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds upon the security thereof without the necessity of trust or mortgages, the execution and delivery of any further instruments on the part of Tenant to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee executes and delivers to Tenant a nondisturbance, attornment, and subordination agreement in recordable form in the form the lienholder, beneficiary, mortgagee or ground lessor may reasonably request, the form and substance of which is subject to the approval of Tenant, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not materially in default of a material provision of this Lease, Landlord's and Tenant's rights and obligations hereunder (including the use of insurance and condemnation proceeds as set forth herein) shall remain in force and Tenant's right to possession shall be upheld. Each nondisturbance agreement shall provide for use of insurance and condemnation proceeds as set forth in Articles 22 and 23 of this Lease.
35.2 Notwithstanding the foregoing, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after of request from of Landlord an instrument, in recordable form if required, that Landlord, promptly execute and deliver such further instrument or instruments reasonably required by Landlord and reasonably acceptable to Tenant evidencing such subordination of this Lease to the lessor lien of any such lease mortgage or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required by Landlord, provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to confirm the subordination set forth Tenant for recordation a nondisturbance agreement in this Paragraphform and substance approved by Tenant, Tenant hereby grants which approval shall not be unreasonably withheld. However, if any such lienholder, beneficiary or mortgagee so elects at any time prior to Landlord or following a power of attorney coupled with an interest to act as default by Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which , this Lease is, at the time referred to, subject and subordinate pursuant shall be deemed prior in lien to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust any such mortgage or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust regardless of date and Tenant will execute a statement in writing to such effect at Landlord's request.
35.3 In the event any proceedings are brought for foreclosure, or superior in the event of the exercise of the power of sale under any mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding deed of trust made by the foregoingLandlord covering the Premises, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, Tenant shall be entitled to remain in possession at the election of the Premises purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of this the nondisturbance Agreement.
35.4 The rights of Landlord hereunder shall also accrue to the landlords under the Master Lease, Ground Lease for so long as and Sub Ground Lease, and Tenant shall not be enter into subordination, nondisturbance and attornment agreements and shall execute estoppel certificates from time to time in default of any termform, condition or covenant of this Lease. Further, scope and substance reasonably satisfactory to Tenant shall attorn and to such superior partylandlords and their lenders and assignees.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease (Globix Corp)
Subordination and Attornment. (a) This Lease, Sublease and all rights of Tenant hereunder, SUBLESSEE hereunder are and shall be subject and subordinate in all respects to the MASTER LEASE and to all present ground and/or underlying Leases and future ground leasesto all trust indentures and mortgages, overriding leases and underlying leases and/or grants of term of blanket or otherwise, which do now or may hereafter affect the same or the real property and/or of which the Building or the Building Complex now or hereafter existing DEMISED PREMISES form a part (and which may also affect other property) and to all deeds of trust, mortgages any and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, consolidations, replacements and extension extensions thereof. It is the intention of such leases, deeds of trust and mortgages. The provisions of the parties that this Paragraph shall be provision by self-operative and that no further instrument of subordination shall be requiredrequired to effect such subordination of this Sublease. HoweverSUBLESSEE shall, in confirmation of such subordinationhowever, Tenant shall upon demand at any time or times, promptly execute execute, acknowledge and deliver to Landlord (SUBLESSOR or OWNER, without expense to SUBLESSOR or OWNER, any and all instruments that may be necessary or proper to subordinate this Sublease and all rights of SUBLESSEE hereunder to any such other party Leases, indentures, and/or mortgages or to confirm or evidence said subordination, and in the event that SUBLESSEE shall fail or neglect so designated by Landlord)to execute, within ten (10) days after request from Landlord an instrumentacknowledge and deliver any such subordination instrument or certificate, SUBLESSOR or OWNER, in recordable form if requiredaddition to any other remedies may, that Landlordas the agent or attorney-in-fact of SUBLESSEE, execute, acknowledge and deliver the lessor of any same and SUBLESSEE hereby irrevocably nominates, constitutes and appoints SUBLESSOR or OWNER or SUBLESSOR'S or OWNER's designee as SUBLESSEE's proper and legal attorney-in-fact for such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordinationpurpose. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoingSUBLESSEE covenants and agrees, in the event any proceedings are brought for the foreclosure of any such mortgage, to attorn to the purchaser upon any such foreclosure sale and to recognize such purchaser as the SUBLESSOR under this Sublease or, in the event of the termination, for any reason whatsoever, of any such underlying Lease above referred to, that Tenant does not SUBLESSEE will attorn to and recognize such holder as the then SUBLESSOR under this Sublease to the same extent and effect as the original SUBLESSOR hereunder. SUBLESSEE agrees to execute and deliver at any time and from time to time, upon the request of SUBLESSOR, or OWNER or any such documents as holder, any instrument which, in the sole judgment of SUBLESSOR or OWNER may be required to confirm the subordination set forth necessary or appropriate in this Paragraph, Tenant hereby grants to Landlord a power any of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary such events to evidence such subordinationattornment. The leases to which this Lease isSUBLESSEE hereby appoints SUBLESSOR or OWNER or SUBLESSOR's designee, at the time referred toor OWNER's designee, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" such reversioner, and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition holder of such financingmortgage, Tenant will not unreasonably withhold its consent thereto provided that or any of them, as the circumstances may require, the attorney-in-fact, irrevocably, of SUBLESSEE to execute and deliver for and on behalf of SUBLESSEE any such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseinstrument.
Appears in 1 contract
Samples: Sublease (Solucorp Industries LTD)
Subordination and Attornment. (a) This LeaseLease is subordinate to any ground lease, and all rights mortgage, deed of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of trust or any other hypothecation for security now or hereafter placed upon the real property and/or of which the Building or the Building Complex now or hereafter existing Premises are a part and to any and all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect advances made on the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, security thereof and to all renewals, modifications, consolidations, replacements and extension extensions thereof. If any mortgagee, trustee or ground lessor shall elect to have this Lease prior to the lien of such leasesits mortgage, deeds deed of trust or ground lease, and mortgages. The provisions of shall give written notice thereof to Tenant, this Paragraph Lease shall be self-operative and no deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Tenant agrees to execute any documents required to further instrument effectuate such subordination or to make this Lease prior to the lien of subordination shall be required. Howeverany mortgage, in confirmation deed of such subordinationtrust or ground lease, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)as the case may be, within ten (10) 15 days after request from receipt of Landlord’s or any lender’s written request. It is understood by all parties that Tenant’s failure to execute the subordination documents referred to above may cause Landlord an instrument, in recordable form if required, that Landlord, serious financial damage by causing the lessor failure of any such lease a financing or sale transaction. If the holder of any such ground lease, mortgage, deed of trust or mortgage security described above (or any of their respective successors in interest its successor-in-interest), enforces its remedies provided by law or assigns may request evidencing such subordination. Failure by Tenant to comply with under the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoingpertinent mortgage, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors security instrument and succeeds to Landlord’s interest in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoingPremises, Tenant shall, upon Tenant's requestrequest of any person succeeding to the interest of such lender as result of such enforcement, Landlord agrees automatically become the Tenant of said successor-in-interest without change in the terms or other provisions of this Lease, provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than 30 days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any act or omission of any previous landlord (including Landlord), provided that as successor landlord it shall be obligated to use good faith efforts cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession to obtain the position of landlord and commencement of control and management of the Project, (iii) subject to any offset, defense, recoupment or counterclaim that Tenant may have given to any previous landlord (including Landlord), or (iv) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within 15 days after receipt of request by said successor-in-interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment, including a non-disturbance disturbance, attornment and subordination agreement in a form required by any such successor-in-interest. In the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a event of any default by Landlord, shall be entitled Tenant will give notice by registered or certified mail to remain in possession any beneficiary of a deed of trust or mortgagee of a mortgage covering the Premises in accordance with the terms of this Lease for so long as Tenant whose address shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn have been published to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior partyTenant, and shall offer such beneficiary of mortgage a reasonable opportunity to cure (without such superior party being obligated the default, including time to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest obtain possession of the lessee therein under premises by power of sale or a superior lease represents collateral in whole or in partjudicial foreclosure, if such should prove necessary to effect a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasecure.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all Tenant's rights of Tenant hereunder, are and shall be hereby made expressly subject and subordinate in at all respects times to any and all present and future mortgages, ground leases, overriding leases and or underlying leases and/or grants of term of affecting the real property and/or the Building Premises which have been executed and delivered by Landlord, or the Building Complex now its successors or assigns, or are hereafter existing created and any and all extensions and renewals thereof and substitutions therefore and modifications and amendments thereof, and to any and all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or upon said mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. Howeverground or underlying leases and, in confirmation the event of such subordinationa sale or assignment of landlord’s interest in the Premises or the Building or if the Premises or the Building comes into the hands of a mortgagee, ground lessor or any other person, Tenant shall promptly execute and deliver attorn to Landlord (the purchaser or such mortgagee or other party so designated by Landlord), within person and recognize the same as Landlord hereunder. Within ten (10) days of written request therefore, Tenant will execute any instrument or instruments which the Landlord may deem necessary or desirable to further evidence the subordination of this Lease and attornment hereunder. Tenant hereby irrevocably appoints Landlord as Attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instrument or instruments. In the event the Tenant shall refuse after request from reasonable notice to execute such instrument or instruments, the Landlord an instrumentmay, in recordable form if requiredaddition to any right or remedy occurring hereunder, that Landlord, terminate this leased without incurring any liability whatsoever and the lessor of any estate hereby granted is expressly limited accordingly. Tenant further agrees to make such lease or reasonable modifications to this Lease (not increasing Tenant's obligations hereunder) as may be requested by the holder of any such deed of trust mortgage, ground or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this underlying Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Office Lease
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are agrees that this Lease is and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, any mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which that may now or hereafter affect be placed upon the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesReal Property, and to all present or future advances under the obligations secured thereby, and all renewals, amendments, modifications, consolidations, replacements and extensions thereof, to the full extent of all amounts secured by such mortgages from time to time. Said subordination shall have the same force and effect as if such mortgages and any such renewals, modifications, consolidations, replacements and extension extensions thereof had been executed, acknowledged, delivered and recorded prior to the execution of such leasesthis Lease. Notwithstanding the foregoing, deeds Tenant's agreement to subordinate its leasehold interest in the Premises to the interest of any mortgagee or deed of trust holder (collectively, "mortgagee") is contingent upon such mortgagee, for itself and mortgagesits successors and assigns, entering into a nondisturbance agreement with Tenant which will provide that, so long as no event of default by Tenant under this Lease has occurred and is continuing: (i) Tenant shall not be joined as a party defendant in any foreclosure or other action which may be instituted by such mortgagee by reason of any default under the terms of its lending arrangements; (ii) Tenant shall not be dispossessed of the Premises by such mortgagee; (iii) Tenant's leasehold estate under the Lease shall not be terminated or disturbed by such mortgagee; and (iv) Tenant's rights under the Lease shall not be diminished, or Tenant's obligations increased, by reason of any default under the mortgagee's lending arrangements or any foreclosure of any mortgage or transfer of the Real Property to such mortgagee in lieu of foreclosure. Landlord agrees to obtain for the benefit of Tenant a non- disturbance agreement (consistent with the requirements set forth above) from all existing mortgagees of the Real Property.
(b) Tenant agrees that in the event of a foreclosure of any mortgage by the lender holding same, or the acceptance of a deed in lieu of foreclosure by the lender, or any other succession of said lender to fee ownership, Tenant will attorn to and recognize that lender as its landlord under this Lease for the remainder of the term of this Lease (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as are set forth in this Lease, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease following any such foreclosure or proceeding in lieu thereof. To the extent not prohibited by law, Tenant hereby waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligation of Tenant hereunder, in the event any foreclosure proceeding is brought, prosecuted or completed.
(c) The provisions of this Paragraph Section 23.1 shall be self-operative and no further instrument of subordination shall be required. However; provided, however, in confirmation of such subordination, thereof Tenant shall promptly execute and deliver such further assurances as may be required from time to Landlord (or time. Refusal by the Tenant to execute such other party so designated by Landlord), instruments within ten (10) days after of written request from shall entitle the Landlord an instrumentto the option of terminating this Lease, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be declaring a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyand/or seeking monetary damages and/or injunctive relief.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Tellium Inc)
Subordination and Attornment. (a) This LeaseSublease, and all rights of Tenant Sublessee hereunder, are and shall be subject and subordinate in all respects respect to the Original Lease, all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of trust, mortgages trust and building loan agreements, including leasehold mortgages mortgages, deeds of trust and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such mortgages or deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such mortgages or deeds of trust or mortgagestrust, and to all renewals, modifications, replacements and extension extensions of such leases, leases and such mortgages or deeds of trust and mortgagestrust. The provisions of this This Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in In confirmation of such subordination, Tenant Sublessee shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an at its own cost and expense any instrument, in recordable form if required, that LandlordSublessor, the lessor of any such lease or the holder of any such mortgage or deed of trust or mortgage trust, or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease Sublease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "“superior leases" lease” and the mortgages or deeds of trust or mortgages to which this Lease Sublease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "“superior mortgages"”. The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "“superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party”.
(b) Tenant Sublessee shall take no steps to terminate this LeaseSublease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord Sublessor under this LeaseSublease.
(c) In the event any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of the exercise of the power of sale under, any superior mortgage, Sublessee hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Sublessee attorns to, such successor in interest and recognizes such successor as the Sublessor under this Sublease.
(d) If holder of any superior mortgage on a ground lease, or anyone claiming by, through or under such holder, shall become the lessee under the ground lease as a result of foreclosure of the superior mortgage, or by reason of an assignment of the lessee’s interest under the ground lease and the giving of a deed to the Building or the Building Complex in lieu of foreclosure, there shall be no obligation on the part of such person succeeding to the interest of the lessee under the ground lease to comply with, observe or perform any obligations as sublessor, tenant or landlord under any superior lease, nor shall Sublessee look to such person for any security deposit delivered to Sublessor pursuant to the provision of Paragraph 29 hereof unless said security deposit has actually been received by such parties as security for the performance by Sublessee under this Sublease.
(e) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex Complex, or of which the interest of the lessee therein under a superior lease lease, represents collateral in whole or in part, a an institutional lender shall request reasonable modifications of this Lease Sublease as a condition of such financing, Tenant Sublessee will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant Sublessee under this Lease Sublease or adversely affect any rights of Tenant Sublessee or decrease the obligations of Landlord Sublessor under this LeaseSublease.
(f) So long as Sublessee is not in default under this Sublease, Sublessor agree to use its reasonable efforts to obtain a non-disturbance agreement from any superior party, provided such superior party's failure or refusal to execute a non-disturbance agreement following Sublessor's request shall not be deemed to be a breach or default of this Sublease by Sublessor.
(g) Notwithstanding anything contained herein to the contrary, Sublessee’s subordination and attornment as set forth above is conditioned upon the party being subordinated to granting customary nondisturbance to Sublessee and providing that if Sublessee is not in default beyond any applicable grace or cure period, then upon foreclosure or termination (as the case may be), Sublessee's possession and use of the Leased Premises shall not be disturbed, Sublessee’s rights and interest under this Sublease shall be recognized and this Sublease shall become a direct Lease between Sublessee, as tenant, and the party succeeding to Sublessor’s or Landlord's interest, as the landlord or sublandlord, as applicable.
Appears in 1 contract
Subordination and Attornment. (a) 30.1 This Lease, at Landlord's option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver required to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing evidence such subordination. Failure by If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be further required to confirm evidence such subordination or to make this Lease prior to the subordination set forth in this Paragraphlien of any mortgage or deed of trust, as the case may be, and by failing to do so within five (5) days after written demand, Tenant does hereby grants make, constitute, and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place, and stead, to Landlord a do so. This power of attorney is coupled with an interest interest. Tenant hereby attorns to act all successor owners of the Building, whether or not such ownership is acquired as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor a result of a superior lease sale through foreclosure or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"otherwise. Notwithstanding the foregoing, upon written request by Tenant's request, Landlord agrees to will use good faith reasonable efforts to obtain a non-disturbance disturbance, subordination and attornment agreement in the from Landlord's then current mortgagee on such mortgagee's then current standard form then of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability to obtain such agreement, it being used agreed that Tenant shall be responsible for any fee or review costs charged by such superior party mortgagee. Landlord's failure to obtain a non-disturbance, subordination and attornment agreement for such purposesTenant shall have no effect on the rights, providing that Tenant, notwithstanding obligations and liabilities of Landlord and Tenant or be considered to be a default by Landlord, shall be entitled to remain in possession Landlord hereunder. Landlord represents that as of the Premises date of this Lease, there exists no mortgage or deed of trust encumbering Landlord’s interest in accordance with the terms Project.
30.2 Each party shall, at such time or times as the other party may request, upon not less than ten (10) days' prior written request by the requesting party, sign and deliver to the requesting party a certificate stating whether this Lease is in full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party's interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant's failure to deliver such statement within five (5) days after Landlord's second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord's request, Tenant's current audited financial statements, including a balance sheet and profit and loss statement for so long as Tenant shall not be in default of any termthe most recent prior year (collectively, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to curethe "Statements"), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any default on the part proposed purchaser of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex Project, and to any encumbrancer of all or of which the interest any portion of the lessee therein under a superior lease Building or the Project.
30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents collateral in whole or in partto Landlord, a lender which representation shall request reasonable modifications be deemed made on the date of this Lease as a and again on the Commencement Date, that no material change in the financial condition of such financingTenant, as reflected in the Statements, has occurred since the date Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase delivered the obligations Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant's true financial condition as of Tenant under this Lease or adversely affect the date of submission of any rights of Tenant or decrease the obligations of Landlord under this LeaseStatements to Landlord.
Appears in 1 contract
Samples: Lease Agreement (Telenav, Inc.)
Subordination and Attornment. Upon written request of Landlord, or any first mortgage or first deed of trust beneficiary of Landlord, or ground lessor of Landlord, Tenant within ten (a10) This Leasedays shall, and all in writing, subordinate the rights under this Lease to the lien of Tenant hereunderany mortgage or deed of trust, are and shall be subject and subordinate or to the interest of any lease in all respects to all present and future ground leaseswhich Landlord is lessee, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be requiredthereunder. However, in confirmation before signing any subordination agreement, Tenant shall have the right to obtain from any lender or lessor of Landlord requesting such subordination, an agreement in writing providing that, as long as Tenant is not in default hereunder, this Lease shall promptly remain in effect for the full Term. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease prior to its security interest regardless of the granting or recording of such security interest. Tenant's failure to execute and deliver to Landlord (or such other party so designated by Landlord), documents within ten (10) days after request from written demand shall constitute a material default by Tenant hereunder without further notice to Tenant or, at Landlord's option, Landlord an instrumentshall execute such documents on behalf of Tenant as Tenant's attorney-in-fact. Tenant does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in recordable form if requiredTenant's name, that Landlordplace and stead, the lessor to execute such documents in accordance with this paragraph. Upon any foreclosure of any such lease or the holder of any such deed of trust or mortgage upon the Property or upon the execution of any deed in lieu of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphforeclosure, Tenant hereby grants agrees that it shall attorn to Landlord a power of attorney coupled with an interest to act and recognize as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which its landlord under this Lease isany person succeeding to the interest of Landlord in connection with such foreclosure or deed in lieu. If requested, at the time referred toTenant shall execute and deliver an instrument or instruments confirming its attornment as provided for herein; provided, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust however, that no such successor-in-interest shall not be responsible for or mortgages to which this Lease isbound by (a) any act, at the time referred toomission, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled (b) any security deposit not paid to remain such successor-in-interest, (c) payment of any tenant allowance or inducement, (d) any payment of rent for more than one (1) month in possession of the Premises in accordance with the terms advance, (e) any offset, defense or counterclaim against Landlord, or (f) any amendment or modification of this Lease for so long except as Tenant shall not be in default of otherwise expressly permitted, or consented to, by the mortgages under any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building mortgage or the Building Complex or beneficiary under any dead of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasetrust.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, Section 19 of the General Terms and all rights of Tenant hereunder, are and Conditions to Lease is amended to provide that this Lease shall be subject and subordinate in all respects superior to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, any Superior Mortgage which may now or hereafter encumber or otherwise affect the Building Center or the Building Complex or any Building; provided, however, that Tenant shall subordinate this Lease with respect to mortgages of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, encumbering the Building and created subsequent to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions the date of this Paragraph shall be self-operative Lease conditioned upon obtaining, from the mortgagees or beneficiaries with respect thereto, an agreement of subordination, attornment and no further instrument of subordination shall be required. Howevernondisturbance in the Superior Mortgagee’s usual and customary form (an “SNDA”), subject to the reasonable discussions between the affected parties, in confirmation favor of the Tenant such subordinationthat, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, any proceedings are brought for the lessor foreclosure of any such lease portion of the Building of which the Premises are a part, or if the holder power of any such sale under a mortgage or deed of trust is exercised or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event of any other transfer in lieu thereof, then Tenant’s occupancy of the Premises and its rights under this Lease shall not be disturbed and shall remain in full force and effect for the Term so long as Tenant performs and observes all of the terms, covenants and conditions of this Lease to be performed or observed by it and provided that Tenant does not execute agrees to attorn to the Superior Mortgagee or purchaser upon any such documents as may be required to confirm foreclosure, sale or transfer in lieu thereof (the subordination set forth Superior Mortgagee, any purchaser upon foreclosure, sale or transfer in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence lieu thereof and any such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust person or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" successor or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes assign being herein collectively referred to as "Successor Landlord") and recognize such Successor Landlord as the Landlord under this Lease and make all payments required hereunder to such Successor Landlord without deduction or set-off except as expressly permitted under this Lease. Landlord shall have no obligation to negotiate the form of any such SNDA if Tenant and any Successor Landlord disagree with respect to the form or content of a "superior party"proposed agreement of nondisturbance but shall use best efforts to act as a liaison between Tenant and such Successor Landlord in the negotiation of such SNDA, provided, however, that Landlord shall not assume any further responsibilities or incur any liabilities in connection therewith. Notwithstanding the foregoing, Any such SNDA procured shall provide that upon Tenant's request, Landlord agrees ’s attornment to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by any Successor Landlord, this Lease shall be entitled to remain continue in possession full force and effect as a direct lease between such Successor Landlord upon all of the Premises in accordance with the then executory terms of this Lease for so long as Tenant and Tenant’s rights hereunder shall not be in default of materially affected except that such Successor Landlord shall not be: (i) liable for any term, condition previous act or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part omission or negligence of Landlord under this Lease.
; (cii) Ifsubject to any counterclaim, defense or offset, not expressly provided for in connection this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements other than those described on Exhibit B or other work with respect to the procurementPremises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, continuation unless such modification or renewal of any financing for which prepayment shall have been approved in writing by the Building Successor Landlord through or the Building Complex or by reason of which the interest of Successor Landlord shall have succeeded to the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any 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 Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or lessee.
Appears in 1 contract
Subordination and Attornment. (a) This LeaseTenant agrees that it shall, and hereby does by these terms, fully, absolutely and unconditionally subordinate its rights hereunder to the lien of any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex Mortgages now or hereafter existing placed against Landlord's (or its successor's) interest, and to alternatively, any or all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may the buildings now or hereafter affect built or to be built in the Building or the Building Complex or Office Park by Landlord and to any of such leasesand all advances, whether or not such deeds of trust or mortgages shall also cover other lands or buildingswithout limitation, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, thereunder and to the interest thereon and to all renewals, modificationsreplacements, replacements consolidations and extension of extensions thereof and that Tenant will from time to time promptly execute upon demand and without charge such leasesdocuments and instruments in such form and substance as Landlord or its Mortgagee or its other lenders may require implementing further the foregoing subordination and agreement to subordinate. Tenant further agrees that it shall enter into and execute, deeds of trust without charge, all other documents which any Mortgagee or any ground lessor may reasonably request Tenant to enter into and mortgagesexecute, including a subordination, non-- disturbance and attornment agreement. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute on request attorn to any Mortgagee, or to the future owner(s) of the Building, or the purchaser at any foreclosure or sale under proceedings taken under any Mortgage, and deliver to shall recognize such Mortgagee, owner or purchaser as the Landlord (or such other party so designated by Landlord)under this Lease. Provided, within ten (10) days after request from Landlord an instrument, in recordable form if requiredhowever, that Landlordas a condition to such subordination and attornment, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors shall enter into a written agreement with Tenant, in interest or assigns may request evidencing such subordination. Failure a form required by Tenant the mortgage holder, to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, effect that in the event that Tenant does not execute such documents as may be required to confirm of foreclosure or other action taken under the subordination set forth in this Paragraphmortgage by the holder thereof, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds rights of trust or mortgages to which this Lease is, at the time referred to, subject Tenant hereunder shall not be disturbed but shall continue in full force and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for effect so long as Tenant shall remain in good standing and not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyhereunder.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) 30.1. This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, that, the subordination to future mortgages, deeds of trust or mortgagesleases shall be conditioned upon Tenant’s receipt of a commercially reasonable non-disturbance agreement for future lenders and ground lessors of the Project.
30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to all renewals, modifications, replacements and extension the lien of any such leases, mortgage or mortgages or deeds of trust and mortgagesor lease in which Landlord is tenant as may be required by Landlord. The provisions of If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Paragraph Lease shall be self-operative deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), ’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphtherefor, Tenant hereby grants constitutes and appoints Landlord or its special attorney-in-fact to Landlord a execute and deliver any such document or documents in the name of Tenant. Such power of attorney is coupled with an interest and is irrevocable.
30.3. Upon written request of Landlord and opportunity for Tenant to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isreview, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord Tenant agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease (including increasing Rent or modifying the Term), if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part.
30.4. In the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If30.5. Upon request by Tenant and at Tenant’s sole cost, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest Landlord shall endeavor to provide a non-disturbance agreement from all future lenders and ground lessors of the lessee therein under Project on a superior lease represents collateral in whole or in part, form to be reasonably agreed upon by Tenant. Landlord currently does not have a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase on the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseProject.
Appears in 1 contract
Samples: Lease (Organovo Holdings, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of 22.1 Tenant hereunder, are and shall be accepts this Lease subject and subordinate in all respects to all present and future ground leasesany mortgage, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage other lien presently existing or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with hereafter placed upon the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease Demised Premises or the beneficiary of Shopping Center as a superior whole and to any renewals and extensions thereof. Tenant agrees that any such mortgagee shall have the right at any time to subordinate such mortgage, deed of trust or other lien to this Lease; provided, however, notwithstanding that this Lease may be (or made to be) superior mortgage to mortgage, deed of trust or their successors other lien, the provisions of mortgage, deed of trust or other lien relative to the rights of the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Landlord) and/or arising from insurance payable by reason of damage to or destruction of the Demised Premises shall be prior and superior to any contrary provisions contained in interest this instrument with respect to the payment or assigns are hereinafter sometimes collectively referred usage thereof. Landlord is hereby irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of trust or other lien hereafter placed upon the Demised Premises or the Shopping Center as a "superior party". Notwithstanding the foregoingwhole, and Tenant agrees upon demand to execute such further instruments subordinating this Lease as Landlord may request; provided, however, that upon Tenant's requestwritten request and notice to Landlord, Landlord agrees to shall use good faith efforts to obtain from any such mortgagee a non-disturbance written agreement in that the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, rights of Tenant shall be entitled to remain in possession of full force and effect during the Premises in accordance with the terms of this Lease for so Term as long as Tenant shall not be in default continue to recognize and perform all of any term, condition or covenant the covenants and conditions of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If22.2 At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest in connection with the procurementDemised Premises has given Tenant written notice of its interest in this Lease, continuation or renewal of Tenant may not exercise any financing remedies for which default by Landlord hereunder unless and until the Building or the Building Complex or of which the interest holder of the lessee therein under indebtedness secured by such mortgage, deed of trust or other lien shall have received written notice of such default and a superior lease represents collateral in whole reasonable time for curing such default shall thereafter have elapsed.
22.3 Tenant agrees that it will from time to time upon request by Landlord execute and deliver to Landlord a written statement addressed to Landlord (or in partto a party designated by Landlord), a lender which statement shall request reasonable modifications of identify Tenant and this Lease, shall certify that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as a condition of such financingso modified), Tenant will shall confirm that Landlord, is not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect in default as to any rights of Tenant or decrease the obligations of Landlord under this Lease (or if Landlord Is in. default, specifying any default.), shall confirm Tenant's agreements contained above in this Article XXII, shall confirm the Commencement and Termintion Dates of this Lease, and shall contain such other information or confirmations as Landlord may reasonably require. Landlord is hereby irrevocably appointed and authorized as the agent and attorney-in-fact of Tenant to execute and deliver any such written statement on Tenant's behalf if Tenant fails to do so within seven (7) days after the delivery of a written request from Landlord to Tenant. Landlord may treat such failure as an event of default.
22.4 Tenant shall attorn to and be bound to any of Landlord's successors under all the terms, covenants and conditions of this Lease for the balance of any remaining Lease Term.
Appears in 1 contract
Samples: Lease Agreement (Etravnet Com Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunderat Landlord’s option, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants any mortgage or deed of term of the real property and/or the Building or the Building Complex trust (now or hereafter existing and to all deeds of trustplaced upon the Premises, mortgages and building loan agreementsor any portion thereof), including leasehold mortgages and building loan agreementsany amendment, which may now modification, or hereafter affect the Building or the Building Complex or restatement of any of such leasesdocuments, whether and to any and all advances made under any mortgage or not such deeds deed of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements consolidations, replacements, and extension extensions thereof. Tenant agrees that with respect to any of the foregoing documents, no documentation, other than this Lease, shall be required to evidence such leases, deeds subordination. If any holder of a mortgage or deed of trust shall elect to have this Lease superior to the lien of the holder’s mortgage or deed of trust and mortgages. The provisions of shall give written notice thereof to Tenant, this Paragraph Lease shall be self-operative and no further instrument deemed prior to such mortgage or deed of subordination shall be requiredtrust, whether this Lease is dated prior or subsequent to the date of said mortgage or deed of trust or the date of recording thereof. However, in In confirmation of such subordinationsubordination or superior position, as the case may be, Tenant shall promptly agrees to execute such documents as may be required by Landlord or its Mortgagee to evidence the subordination of its interest herein to any of the documents described above, or to evidence that this Lease is prior to the lien of any mortgage or deed of trust, as the case may be, and deliver failing to Landlord (or such other party do so designated by Landlord), within ten (10) days after request from written demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord an instrumentas Tenant’s attorney-in-fact and in Tenant’s name, in recordable form if requiredplace, that Landlordand stead, to do so. Tenant hereby agrees to attorn to all successor owners of the lessor Premises, whether or not such ownership is acquired as a result of any such lease or the holder a sale, through foreclosure of any such a deed of trust or mortgage mortgage, or any otherwise. Tenant’s subordination to a future mortgage, deed of their respective successors in interest trust, or assigns may request evidencing such subordination. Failure by Tenant to comply with other encumbrance of the requirements of this Paragraph Building shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, conditioned upon Tenant's request, Landlord agrees to use good faith efforts to obtain ’s receipt from such lender of a non-disturbance agreement in prepared on the lender’s standard form then being used by provided, however, receipt of such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, non-disturbance agreement shall be entitled to remain conditioned upon Tenant not being in possession default hereunder after the expiration of the Premises any applicable notice and cure periods. Such non-disturbance agreement will provide in accordance with the terms of this Lease for substance that so long as Tenant shall not be in default of any termfully complies with the terms, condition or covenant covenants and conditions of this Lease. Further, Tenant shall attorn the party succeeding to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under Landlord’s interest will recognize this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. Tenant agrees: (a) This Leasethat, except as hereinafter provided, this Lease is, and all of Tenant’s rights of Tenant hereunder, hereunder are and shall always be subject and subordinate to any mortgage, leases of Landlord’s property (in all respects sale-leaseback) pursuant to all present and future ground leases, overriding leases and underlying leases and/or grants which Landlord has or shall retain the right of term possession of the real property and/or demised Premises or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Building demised Premises or the Building Complex now or hereafter existing any part thereof and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgagesthereunder and to the interest thereon, and to all renewals, replacements, modifications, replacements consolidations, or extensions thereof; and extension (b) that if the holder of any such leasesMortgage (“Mortgagee”) or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, deeds Tenant will attorn to and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of trust and mortgages. The provisions the term of this Paragraph Lease, subject to all terms of this Lease; and (c) that the aforesaid provisions shall be self-self operative and no further instrument of subordination or document shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated necessary unless required by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease Mortgagee or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunderpurchaser. Notwithstanding anything to the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination contrary set forth in this Paragraphabove, Tenant hereby grants any Mortgagee may at any time subordinate its Mortgage to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving Tenant’s consent, by execution of a written notice document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such superior partyMortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and a reasonable opportunity in that event, to cure (without the extent set forth in such superior party being obligated written document such Mortgagee shall have the same rights with respect to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as though this Lease had been executed and a condition memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though this Lease had been assigned to such financingMortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will not unreasonably withhold its consent thereto provided execute and deliver without charge and in form satisfactory to Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasesubordination and/or agreement to attorn, in recordable form.
Appears in 1 contract
Samples: Lease Agreement (Rex Energy Corp)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are Lease is and shall be subject and subordinate in at all respects times to all present and future ground leases, overriding leases and or underlying leases and/or grants of term of the real property and/or which now exist or may hereafter be executed or amended affecting the Building or the land upon which the Building Complex now is situated, or hereafter existing both, and to all the lien of any mortgages or deeds of trusttrust in any amount or amounts whatsoever which now exist or may hereafter be executed or amended on or against the land and Building or either of them, of which the Premises are a part, or on or against Landlord’s interest or estate therein, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver upon demand to Landlord such further instruments in recordable form evidencing such subordination of this Lease to such ground or underlying leases and to the lien of any such mortgages and building loan agreementsor deeds of trust as may be reasonably required by Landlord, including leasehold mortgages and building loan agreementsa statement from Tenant as to any claimed offsets of Tenant. As to any mortgages, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands ground leases hereafter executed that affect Landlord’s estate or buildings, to each and every advance made any interest of Landlord in the real property or hereafter to be made under such deeds any part thereof of trust which the Premises form a part or mortgages, and to all any renewals, modifications, replacements and extension or extensions of such leasesexisting mortgages, deeds of trust or ground leases, they shall not be effective to disturb the terms hereof or Tenant’s occupancy hereunder so long as Tenant is not in default under the terms and mortgagesconditions of this Lease. Any holder of a mortgage or deed of trust may elect to have this Lease superior to the lien of its mortgage or deed of trust by giving written notice thereof to Tenant, whereupon this Lease shall be deemed prior to such mortgage or deed of trust notwithstanding the relative dates of the documentation or recordation thereof. Landlord shall use commercially reasonable efforts to obtain a non disturbance agreement for the benefit of Tenant from the current holder of the deed of trust on the Property. Upon the written request of the Landlord or any mortgagee or beneficiary of Landlord, Tenant will in writing attorn to any such mortgagee or beneficiary. Said agreement of attornment shall provide, among other things, (a) that this Lease shall remain in full force and effect, (b) that Tenant shall pay rent to said mortgagee or beneficiary from the date of said attornment, (c) that mortgagee or beneficiary shall not be responsible to Tenant under this Lease except for obligations accruing subsequent to the date of such attornment (except for repair and maintenance obligations of a continuing nature and the payment in full of the tenant improvement allowance described in the Work Letter), and (d) that Tenant, in the event of foreclosure or deed in lieu thereof, will enter into a new lease with the lien holder acquiring title on the same terms and conditions as the existing Lease and for the balance of the term hereof. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be requiredLease may require approval by financial institutions which make the loans herein contemplated. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of If any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease institution should require as a condition of such financingfinancing any modification of the provisions of this Lease, Tenant will not unreasonably withhold its consent thereto approve and execute any such modifications, provided that no such modifications do not increase shall relate to the obligations rent payable hereunder, the length of Tenant under this Lease the term or adversely affect any materially change the rights of Tenant or decrease the obligations of Landlord under this Leaseor Tenant to each other.
Appears in 1 contract
Samples: Lease (Constant Contact, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be acknowledges that this Lease is subject and subordinate in all respects to all present leases in which Landlord is lessee and future ground leases, overriding leases and underlying leases and/or grants to any mortgage or deed of term of the real property and/or trust now in force against the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under thereunder, or any amendments or modifications thereof, and shall be subordinate to any future leases in which Landlord is lessee and to any future mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder (all such existing and future leases, mortgages and deeds of trust or mortgages, and referred to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgagescollectively as "SUPERIOR INSTRUMENTS"). The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form also agrees that if required, that Landlord, the lessor of any such lease or the holder of any Superior Instrument elects to have this lease superior to its Superior Instrument and gives notice of its election to Tenant, then this lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust. If requested in writing by Landlord or any first mortgagee or ground lessor of their respective successors in interest or assigns may request evidencing such subordination. Failure by Landlord, Tenant agrees to comply with execute a subordination agreement required to further affect the requirements provisions of this Paragraph shall be a default hereundersection. Notwithstanding anything to the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's requestcontrary contained herein, Landlord agrees to use good faith commercially reasonable efforts to obtain secure a non-disturbance agreement in from the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default holder of any term, condition or covenant Superior Instrument entered into after the date of this Lease. FurtherIn the event of any transfer in lieu of foreclosure or termination of a lease in which Landlord is lessee or the foreclosure of any Superior Instrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate purchaser, transferee or lessor and recognize such party as landlord under this Lease, without giving written notice provided such party acquires and accepts the Leased Premises subject to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations lease. The agreement of Tenant under this Lease to attorn contained in the immediately preceding sentence shall survive any such foreclosure sale or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasetransfer.
Appears in 1 contract
Samples: Lease Agreement (Pc Tel Inc)
Subordination and Attornment. (a) This Lease, Lease and all rights of Tenant hereunder, are and hereunder shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of mortgages (referred to as the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, “mortgages”) which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgagesProperty. The provisions of this Paragraph foregoing provision shall be self-operative and no further instrument instruments of subordination shall be required. However, in In confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver to any instrument that Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective assigns or successors in interest or assigns may reasonably request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases .
(b) If any mortgagee (or any purchaser at a foreclosure sale) succeeds to which the rights of Landlord under this Lease, whether through foreclosure action or delivery of a deed, (a “Successor Landlord”) Tenant shall attorn to and recognize such Successor Landlord as Tenant’s landlord under this Lease is, at the time referred to, subject and subordinate pursuant shall promptly execute and deliver any instrument that such Successor Landlord may reasonably request to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages"evidence such attornment. The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to shall use good faith its best efforts to obtain from each mortgagee an agreement that if as a non-disturbance agreement result of the exercise of their rights they acquire Landlord’s interest in and to the form Premises, then being used by such superior party for such purposes, providing that as Successor Landlord they shall recognize the validity and continuance of this Lease and shall not disturb Tenant, notwithstanding a default by Landlord, shall be entitled to remain in ’s possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice except that Successor Landlord shall in no event: (ii be liable for any previous act or omission of a prior landlord under this Lease; (ii) be subject to such superior party, and any offset for a reasonable opportunity claim arising prior to cure (without such superior party being obligated its succession to cure), any default on the part rights of Landlord under this Lease.
; or, (ciii) If, in connection with the procurement, continuation or renewal of be bound by any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications modification of this Lease as a condition or by any prepayment of more than one month’s Rent, unless such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase modification or prepayment shall have been expressly approved by the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseSuccessor Landlord.
Appears in 1 contract
Samples: Office Lease Agreement (Generation Income Properties, Inc.)
Subordination and Attornment. (a) 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver required to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing evidence such subordination. Failure by If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be further required to confirm evidence such subordination or to make this Lease prior to the subordination lien of any mortgage or deed of trust, as the case may be, and by failing to do so within ten (10) business days after written demand, Tenant does hereby make, constitute, and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place, and stead, to do so. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 Each party shall, at such time or times as the other party may request, upon not less than ten (10) days’ prior written request by the requesting party, sign and deliver to the requesting party a certificate stating whether this Lease is in full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether to the knowledge of the certifying party there are any defaults hereunder; and in the circumstance where Landlord is the requesting party, such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by the requesting party and by any prospective purchaser of all or any portion of the requesting party’s interest herein, or a holder or prospective holder of any mortgage encumbering the Building. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in this Paragraph, the request for an estoppel certificate.
30.3 Tenant hereby grants shall deliver to Landlord a power of attorney coupled with an interest prior to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for so long as Tenant the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. If audited financial statements are not be in default of any term, condition or covenant of this Lease. Furtherthen available, Tenant shall attorn may instead provide unaudited financial statements certified by an officer of Tenant as accurately and completely reflecting the financial condition of Tenant. Landlord agrees not to such superior party.
(b) Tenant shall take no steps to terminate this Leaserequest copies of financial statements more often than once in every twelve-month period, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, unless required in connection with a proposed sale or financing. Landlord shall have the procurement, continuation or renewal right to deliver the same to any proposed purchaser of any financing for which the Building or the Building Complex Project, and to any encumbrancer of all or of which the interest any portion of the lessee therein under a superior lease Building or the Project so long as any purchaser or encumbrancer agrees not to disclose the contents of any such statements to any third party other than its employees, agents and consultants.
30.4 Tenant acknowledges that Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents collateral in whole or in partto Landlord, a lender which representation shall request reasonable modifications be deemed made on the date of this Lease as a and again on the Commencement Date, that no material change in the financial condition of such financingTenant, as reflected in the Statements, has occurred since the date Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase delivered the obligations Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of Tenant under this Lease or adversely affect the date of submission of any rights of Tenant or decrease the obligations of Landlord under this LeaseStatements to Landlord.
Appears in 1 contract
Samples: Lease Agreement (Imperva Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are Lease is and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and or underlying leases and/or grants of term of the real property and/or (including renewals, extensions, modifications, consolidations and replacements thereof) which now exist or may hereafter be executed affecting the Building or the land upon which the Building Complex is situated, or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever (including renewals, extensions, modifications, consolidations and replacements thereof) now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now placed on or hereafter affect against the Building or on or against Landlord’s interest or estate therein, or on or against any ground or underlying lease, without the Building Complex necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Nevertheless, Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or any of such underlying leases, whether and to the lien of any such mortgages or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to as may be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated required by Landlord). Notwithstanding anything contained herein to the contrary, within ten (10) days after request from Landlord an instrumentif any mortgagee, in recordable form if requiredtrustee or ground lessor shall elect that this Lease is senior to the lien of its mortgage, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant ground lease, and shall give written notice thereof to comply with the requirements of Tenant, this Paragraph Lease shall be a default hereunder. Notwithstanding the foregoingdeemed prior to such mortgage, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage ground lease, whether this Lease is dated prior or their successors in interest subsequent to the date of said mortgage, deed of trust, or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding ground lease, or the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession date of the Premises in accordance with recording thereof. In the terms of this Lease for so long as Tenant shall not be in default event of any termforeclosure sale, condition transfer in lieu of foreclosure or covenant termination of this Lease. Furtherthe lease in which Landlord is lessee, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Leasethe purchaser, without giving written notice to such superior partytransferee or lessor as the case may be, and a reasonable opportunity to cure (without such superior recognize that party being obligated to cure), any default on the part of as Landlord under this Lease, provided such party acquires and accepts the Premises subject to this lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Subordination and Attornment. (a) 27.1 This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, consolidations, replacements and extension of extensions thereof which may now or at any time hereafter affect the Leased Premises in whole or in part (a "MORTGAGE") and whether or not such leases, Mortgage shall affect only the Leased Premises or shall be blanket mortgages and deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such affecting other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, properly as well provided that Landlord, the lessor of any such lease or the holder of any said Mortgage may in its sole discretion subordinate and/or postpone such deed of trust or mortgage or any of their respective successors Mortgage in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements favour of this Paragraph Lease at any time from time to time by a written instrument to such effect without any further consent or agreement by the Tenant or notice to the Tenant. The Tenant shall be at any time and from time to time on PRIOR WRITTEN notice from the Landlord and/or its mortgagee or trustee attorn to and/or become a default hereunder. Notwithstanding tenant of a mortgagee or trustee under any Mortgage upon the foregoing, in the event that Tenant does not execute such documents same terms and conditions as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants Lease and/or will promptly at any time and from time to time as required IN WRITING by the Landlord a power and/or its mortgagee or trustee under any Mortgage during the Term hereof execute all documents and give all further assurances to -- this proviso as may be reasonably required to effectuate the postponement of attorney coupled with an interest its rights and privileges hereunder and/or adornment of rents to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust holder or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default holders of any termmortgage from time to time. NOTWITHSTANDING THE FOREGOING, condition or covenant of this Lease. FurtherNO SUCH POSTPONEMENT, Tenant shall attorn to such superior partySUBORDINATION OR ATTORNMENT SHALL BE EFFECTIVE UNTIL ANY SUCH MORTGAGEE OR TRUSTEE PROVIDES TENANT WITH A REASONABLE FORM OF NON-DISTURBANCE AGREEMENT CONFIRMING THAT ANY SUCH POSTPONEMENT, SUBORDINATION OR ADORNMENT SHALL IN NO EVENT DEPRIVE TENANT OF ITS USE AND ENJOYMENT OF THE PREMISES PURSUANT TO AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS LEASE.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) 30.1. This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided that such lienholder agrees not to disturb Tenant's occupancy of the Premises under such this Lease so long as Tenant is not in default hereunder. As of the Execution Date, there are no deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, encumbering the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunderProject.
30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination and non-disturbance of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in the event that Tenant does not execute such documents which Landlord is tenant as may be required to confirm the subordination set forth in this Paragraphby Landlord. If any such mortgagee, Tenant hereby grants to beneficiary or landlord under a lease wherein Landlord is tenant (each, a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which "Mortgagee") so elects, however, this Lease isshall be deemed prior in lien to any such lease, at the time referred tomortgage, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust upon or superior mortgage or their successors including the Premises regardless of date and Tenant shall execute a statement in interest or assigns are hereinafter sometimes collectively referred writing to as a "superior party". Notwithstanding the foregoing, upon Tenantsuch effect at Landlord's request. For the avoidance of doubt, "Mortgagees" shall also include historic tax credit investors and new market tax credit investors.
30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part.
00.0. Xx the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Natera, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are Lease is and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and or underlying leases and/or grants of term of the real property and/or (including renewals, extensions, modifications, consolidations and replacements thereof) which now exist or may hereafter be executed affecting the Building or the land upon which the Building Complex is situated, or both, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever (including renewals, extensions, modifications, consolidations and replacements thereof) now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now placed on or hereafter affect against the Building or on or against Landlord's interest or estate therein, or on or against any ground or underlying lease, without the Building Complex necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Nevertheless, Tenant covenants and agrees to execute and deliver upon demand, without charge therefor, such further instruments evidencing such subordination of this Lease to such ground or any of such underlying leases, whether and to the lien of any such mortgages or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to as may be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated required by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in Landlord will use reasonable efforts to help Tenant obtain a Subordination and Non-Disturbance Agreement, at no cost to Landlord. Notwithstanding anything contained herein to the event contrary, if any mortgagee, trustee or ground lessor shall elect that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isis senior to the lien of its mortgage, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred ground lease, and shall give written notice thereof to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, this Lease shall be entitled deemed prior to remain in possession such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust, or ground lease, or the date of the Premises in accordance with recording thereof. In the terms of this Lease for so long as Tenant shall not be in default event of any termforeclosure sale, condition transfer in lieu of foreclosure or covenant termination of this Lease. Furtherthe lease in which Landlord is lessee, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Leasethe purchaser, without giving written notice to such superior partytransferee or lessor as the case may be, and a reasonable opportunity to cure (without such superior recognize that party being obligated to cure), any default on the part of as Landlord under this Lease.
(c) If, in connection with provided such party acquires and accepts the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under Premises subject to this Lease.
Appears in 1 contract
Samples: Lease Agreement (Sonus Networks Inc)
Subordination and Attornment. (a) This LeaseIn all events, notwithstanding anything contained herein to the contrary, Landlord’s fee simple title shall be superior to any leasehold mortgage on the Premises, and all rights of Tenant hereunder, are and such leasehold mortgagee shall be take subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term same with the intent of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, parties being that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession foreclosure of the Premises leasehold mortgage shall in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition no event impair or covenant of this Lease. Further, Tenant shall attorn to such superior partyeliminate Landlord’s fee title interest.
(b) Tenant hereby agrees, upon Landlord’s written request, to subordinate this Lease to any mortgage encumbering the Premises, provided that the holder (“Mortgagee”), Tenant and Landlord execute a commercially reasonable form of Subordination, Non-disturbance and Attornment Agreement (“SNDA”) substantially in the form attached hereto as Exhibit “G” and incorporated herein by this reference, with such modifications as Mortgagee may reasonably require. The term “mortgage” whenever used in this Lease shall take no steps be deemed to terminate this Leaseinclude deeds to secure debt, without giving written notice to such superior partydeeds of trust, security assignments, ground leases and any other encumbrances against Landlord’s interest in the Premises, and any reference to the “Mortgagee” of a reasonable opportunity mortgage shall be deemed to cure (without such superior party being obligated include the beneficiary under a deed of trust and the lessor under a ground lease. Landlord represents to cure)Tenant that as of the Effective Date of this Lease by Landlord and as of the Commencement Date, any default on there is no mortgage encumbering the part of Landlord under this LeasePremises.
(c) IfShould Landlord sell, convey or transfer its interest in connection with the procurementPremises or should any Mortgagee succeed to Landlord’s interest through foreclosure or deed in lieu thereof, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein then Tenant shall attorn to such succeeding party as its landlord under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of promptly upon any such financingsuccession, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the succeeding party assumes all of Landlord’s duties and obligations of Tenant under this Lease and agrees not to disturb Tenant’s leasehold interest hereunder in accordance with the SNDA.
(d) Tenant agrees to give the Mortgagee of any Mortgage simultaneously with Landlord, by registered or adversely affect certified mail, a copy of any rights notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or decrease otherwise) of the obligations address of Landlord under this Leasesuch Mortgagee and containing a request therefor, and further provided, Tenant shall have no liability to such Mortgagee in the event Tenant fails to so notify. Tenant further agrees that Mortgagee shall have a right, simultaneously with Landlord, to cure such default.
Appears in 1 contract
Samples: Lease Agreement (Zulily, Inc.)
Subordination and Attornment. (a) a. This Lease, and all rights of Tenant hereunder, are and shall be Lease is expressly made subject and subordinate in all respects to all present and future ground leasesany mortgage, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds deed of trust, mortgages and building loan agreementsground lease, including leasehold mortgages and building loan agreements, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which may is now existing or hereafter affect the Building executed or the Building Complex recorded, any present or future modification, amendment or supplement to any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesthe foregoing, and to all renewals, modifications, replacements and extension any advances made thereunder (any of such leases, deeds the foregoing being a “Superior Interest”) without the necessity of trust and mortgages. The provisions of this Paragraph shall be self-operative and no any further instrument of subordination shall be required. However, in confirmation of documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)shall, within ten (10) days Business Days after request from Landlord’s request, execute and deliver to Landlord an instrument, a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in recordable form the name of Tenant if required, that Landlord, Tenant fails to do so within such time. If the lessor interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease or with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such deed Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. Landlord represents to Tenant that, as of trust or mortgage or any the date hereof, Bank of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with America, N.A. (“Current Lender”) is the requirements only holder of this Paragraph shall be a default hereunderSuperior Interest. Notwithstanding anything to the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's requestcontrary above, Landlord agrees to shall use good faith commercially reasonable efforts to obtain from Current Lender for Tenant a non-disturbance agreement (in the form then being used by set forth in Paragraph 21.b. below), but in no event shall Landlord be liable to Tenant in the event Current Lender does not provide such superior party for such purposes, providing that non-disturbance agreement to Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partypay any fees imposed by Current Lender for the issuance of the non-disturbance agreement. if Tenant receives a non-disturbance agreement from Current Lender, the terms of the non-disturbance agreement shall control in the event of any inconsistency between the terms thereof and this Paragraph 21.a.
(b) Tenant shall take no steps b. Notwithstanding anything to terminate the contrary above, if a Superior Interest will be created following the date of this Lease, without giving written notice then this Lease shall be subject and subordinate to such superior party, and Superior Interest only upon delivery to Tenant of a reasonable opportunity to cure (without such superior party being obligated to cure), any default on non-disturbance agreement executed by the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest holder of the lessee therein under a superior lease represents collateral Superior Interest providing that if Tenant is not in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant default under this Lease or adversely affect beyond any applicable grace period, such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Superior Interest. Tenant shall, within ten (10) Business Days after Landlord’s request, execute and deliver to Landlord a document evidencing such subordination, provided that the non-disturbance provisions provided for in this Paragraph 21.b. are included in such document. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant or decrease the obligations of Landlord under this Leaseif Tenant fails to do so within such time.
Appears in 1 contract
Samples: Office Lease (New Relic Inc)
Subordination and Attornment. (a) This Lease, Landlord may sell the Land and become the tenant under a ground or underlying lease of the Land and this Lease and all rights of Tenant hereunder, are and shall hereunder will then be subject and subordinate to such underlying lease and any extensions or modifications thereof. This Lease and all of Tenant’s rights hereunder shall also be subject and subordinate to any mortgage or mortgages (and the liens thereof) now or at any time hereafter in all respects to all present and future ground leasesforce against the Building, overriding leases and underlying leases and/or grants of term of the real property Land and/or the Building or the Building Complex now or hereafter existing underlying leasehold estate, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, upon the security thereof; Tenant shall promptly execute and deliver such further instruments subordinating this Lease to Landlord (the lien or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor liens of any such lease or the holder of any such deed of trust or mortgage or any mortgages as Landlord from time to time may request. Tenant covenants and agrees that, if by reason of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord as tenant under said underlying lease, or as the mortgagor under any mortgage to which this Lease is subject and subordinate, said underlying lease is terminated or such mortgage is foreclosed by summary proceedings, voluntary agreement or otherwise, Tenant, at the election of the landlord under said underlying lease or the owner of such mortgage, as the case may be, will attorn to and recognize such landlord or mortgage owner as the “Landlord” under this Lease.
(c) If; provided such agreement to attorn is conditioned upon such landlord’s or mortgage owner’s agreement that so long as no Event of Default has occurred and is continuing, in connection with the procurementsuch landlord or mortgage owner shall not disturb Tenant’s rights hereunder. Tenant further agrees to execute and deliver at any time upon request of Landlord, continuation any Mortgagee or renewal of any financing for party, which the Building or the Building Complex or of which shall succeed to the interest of Landlord as tenant under said underlying lease, any instrument to evidence such attornment and non-disturbance. Subject to the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financingpreceding sentence, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase waives the obligations provision of any law now or hereafter in effect which may give to Tenant under any right of election to terminate this Lease or adversely affect to surrender possession of the Premises in the event any proceeding is brought by the landlord under said underlying lease or the owner of such mortgage to terminate said underlying lease or foreclose such mortgage. At the election of the owner of any such mortgage (expressed in a document signed by such owner), such owner may make all or some of Tenant’s rights of Tenant or decrease and interests in this Lease superior to any such mortgage and the obligations of Landlord under this Leaselien thereof.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in all respects to all present current or future mortgages and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or affecting the Building and/or Lot, and, at the request of any mortgagee or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordinationground lessor, Tenant shall promptly execute and deliver attorn to Landlord (such mortgagee or such other party so designated by Landlord)ground lessor, within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective its successors in interest or assigns any purchaser in a foreclosure sale, provided that the mortgagee or ground lessor, as the case may request evidencing such subordination. Failure be, agrees, by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, written instrument in recordable form and in the event that Tenant does not execute customary form of such documents mortgagee or ground lessor ("Nondisturbance Agreement") that, as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant the obligations on its part to be kept and performed under the terms of this Lease. Further, Tenant shall attorn to this Lease will not be affected and Tenant's possession hereunder will not be disturbed by any default in, termination, and/or foreclosure of, such superior partymortgage or ground lease, as the case may be.
(b) Tenant If a ground lessor or mortgagee or any other person or entity shall take no steps succeed to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part rights of Landlord under this Lease.
(c) If, in connection with the procurement, continuation whether through possession or renewal of any financing for which the Building foreclosure action or the Building Complex delivery of a new lease or of which deed, or otherwise, then at the interest request of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financingsuccessor landlord, Tenant will not unreasonably withhold its consent thereto provided that shall be deemed to have attorned to and recognized such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of successor landlord as Landlord under this Lease. The provisions of this Article are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (i) evidencing such attornment, (ii) setting forth the terms and conditions of Tenant's tenancy, and (iii) containing such other terms and conditions as may be required by such mortgagee or ground lessor, provided that such successor landlord is obligated to recognize Tenant pursuant to the provisions of a Nondisturbance Agreement, as defined in Section 10.1(a). Upon such attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:
(i) liable for any act or omission of any prior landlord except for any continuing defaults relating to the maintenance or repair of the Premises of which Tenant shall have given such ground lessor or mortgagee prior written notice;
(ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against any prior landlord;
(iii) bound by any prepayment of more than one month's rent to any prior landlord;
(iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord's interest;
(v) bound by any obligation to perform any work or to make improvements to the Premises; or
(vi) bound by any modification, amendment or renewal of this Lease made without the successor landlord's consent.
Appears in 1 contract
Samples: Lease Agreement (Broadvision Inc)
Subordination and Attornment. (a) 30.1 This Lease, at Landlord’s option, shall be subordinate to any present or future: mortgage, ground lease or declaration of covenants regarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be advances made under such deeds of trust any present or mortgages, future mortgage and to all renewals, modifications, replacements consolidations, replacements, and extension extensions of such leasesany or all of same. Tenant agrees, deeds with respect to any of trust and mortgages. The provisions of the foregoing documents, that no documentation other than this Paragraph Lease shall be self-operative required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and no shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. Tenant agrees to execute such documents as may be further instrument required to evidence such subordination or to make this Lease prior to the lien of subordination any mortgage or deed of trust, as the case may be and by failing to do so within five (5) days after written demand, such failure shall be requiredconstitute an Event of Default. HoweverThis power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of a sale through foreclosure or otherwise. At Landlord’s option, in confirmation of such subordinationits sole discretion, Tenant shall promptly Tenant’s failure to execute and deliver to Landlord (or such other party so designated by Landlord), documents within ten (10) days after of Landlord’s request from shall constitute an Event of Default. Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith commercially reasonable efforts to obtain from any mortgagee and/or ground lessor (each, a “Holder”) (including any current or future Holder) whose position is senior to this Lease a non-disturbance agreement in form reasonably acceptable to Tenant. The documents described herein may include commercially reasonable provisions in favor of such Holder, including, without limitation, additional time on behalf of such Holder to cure defaults of the form then being used Landlord and provide that (a) neither Holder nor any successor-in-interest shall be bound by (i) any payment of the rent, additional rent, or other sum due under this Lease for more than one (1) month in advance or (ii) any amendment or modification of the Lease made without the express written consent of Holder or any successor-in-interest; (b) neither Holder nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), or (ii) the breach of any warranties or obligations relating to construction of improvements on the Project or any tenant finish work performed or to have been performed by any prior landlord (including Landlord); or (iii) the return of any security deposit, except to the extent such superior party for deposits have been received by Lender; and (c) neither Holder nor any successor-in-interest shall be subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord).
30.2 Tenant shall, at such purposestime or times as Landlord may request, providing that Tenant, notwithstanding a default upon not less than ten (10) days’ prior written request by Landlord, shall be entitled to remain sign and deliver Landlord a certificate stating whether this Lease is in possession full force and effect; whether any amendments or modifications exist; whether any Monthly Rent has been prepaid and, if so, how much; whether there are any defaults, defenses, claims or offsets of the Premises Tenant under the Lease; and such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord’s interest herein or in accordance with the terms Project, or a holder or prospective holder of any mortgage encumbering the Project. Without limitation on the generality of the foregoing, such estoppel certificate may be in the form of Exhibit E attached hereto. Tenant’s failure to execute and deliver to Landlord such statement within said ten (10) day period shall, at Landlord’s option, constitute an Event of Default and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.3 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for so long as Tenant shall not be in default of any termthe most recent prior year (collectively, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to curethe “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant and shall be certified as being true and correct by Tenant’s chief financial officer. Landlord shall have the right to deliver the same to any default on the part proposed purchaser of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex Project, and to any encumbrancer of all or of which the interest any portion of the lessee therein under a superior lease Building or the Project.
30.4 Tenant acknowledges the Landlord is relying on the Statements in its determination to enter into this Lease, and Tenant represents collateral in whole or in partto Landlord, a lender which representation shall request reasonable modifications be deemed made on the date of this Lease as a and again on the Commencement Date, that no material change in the financial condition of such financingTenant, as reflected in the Statements, has occurred since the date Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase delivered the obligations Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of Tenant under this Lease or adversely affect the date of submission of any rights of Tenant or decrease the obligations of Landlord under this LeaseStatements to Landlord.
Appears in 1 contract
Subordination and Attornment. (a) This LeaseLease is subordinate to the lien of any mortgage, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds deed of trust, mortgages ground lease or similar encumbrance (each a “Mortgage” and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesholder thereof a “Mortgagee”), and to all renewals, modifications, consolidations, replacements or extensions of any such Mortgage, now or hereafter made and extension from time to time encumbering the Premises or any portion of such leasesthe Property, deeds whether executed and delivered prior to or subsequent to the date of trust this Lease, unless the Mortgagee shall elect otherwise; provided that Tenant’s use and mortgagesoccupancy of the Premises shall not be disturbed so long as Tenant is not in default beyond any applicable notice and cure periods under this Lease. The provisions of this Paragraph shall be subsection are self-operative and require no further instrument of subordination instruments to give effect hereto; provided, that Tenant shall from time to time, within 20 days after Landlord’s request, execute and deliver any documents or instruments that may be reasonably required by any Mortgagee to effectuate any subordination. A non-disturbance agreement in form mutually agreeable to Tenant and such current Mortgagee shall be requiredentered into prior to the Commencement Date. HoweverThe lender’s expense for any commercially reasonable changes to the lender’s form non-disturbance agreement and/or estoppel certificate requested by Tenant shall be paid by Landlord.
(b) If a Mortgagee or any other Person succeeds to the rights of Landlord under this Lease, in confirmation whether through possession or foreclosure action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such subordinationsuccessor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this subsection are self-operative and require no further instruments to give effect hereto; provided, that Tenant shall promptly execute and deliver to Landlord any instrument that such successor landlord may reasonably request (or i) evidencing such attornment, (ii) setting forth the terms and conditions of Tenant’s tenancy and (iii) containing such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents terms and conditions as may be required to confirm by such Mortgagee, provided such terms and conditions do not increase the subordination Rent, materially and adversely increase Tenant’s obligations or affect Tenant’s rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this ParagraphLease except that such successor landlord shall not be: (A) liable for any act or omission of Landlord; (B) subject to any defense, claim, counterclaim, set-off or offsets which Tenant hereby grants may have against Landlord (except as provided in Section 3.4); (C) bound by any prepayment of more than one month’s Rent to Landlord a power of attorney coupled with an interest any prior landlord; (D) bound by any obligation to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary make any payment to evidence such subordination. The leases Tenant which was required to which this Lease is, at be made prior to the time referred to, subject and subordinate pursuant such successor landlord succeeded to this Paragraph are hereinafter sometimes called "superior leases" and Landlord’s interest (other than the deeds of trust Tenant Allowance); (E) bound by any obligation to perform any work or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred make improvements to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms (other than Landlord’s Work); (F) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for so long as Tenant shall not be in default the repayment of any termsecurity deposit or surrender of any letter of credit, condition unless and until such security deposit actually is paid or covenant such letter of this Lease. Further, Tenant shall attorn credit is actually delivered to such superior partysuccessor landlord.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) This LeaseTenant agrees that this Lease may, at the option of Landlord, be subject and subordinate to any mortgage, deed of trust, any other Instrument of security, or ground lease which is now or hereafter placed on the Premises, provided that, with respect to any such instrument over which this Lease would otherwise have priority, such subordination is conditioned upon the mortgagee, beneficiary, other secured party or ground lessor executing and delivering a Non-Disturbance Agreement In a form reasonably required by such mortgagee, beneficiary or other party recognizing all rights of Tenant hereunder. Subject to Landlord’s providing an executed Non-Disturbance Agreement, are in reasonably acceptable form, the foregoing subordination described herein is hereby made effective without any further act of Tenant. In addition, following the mutual execution and delivery of this Lease Landlord shall be subject and subordinate in all respects make commercially reasonable efforts to all present and future obtain a Non-Disturbance Agreement for the benefit of Tenant from the beneficiary under any mortgage, deed of trust, any other instrument of security, or ground leases, overriding leases and underlying leases and/or grants of term lease encumbering the Building as of the real property and/or date of this Lease. Tenant shall, at any time hereafter, on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any security instrument for the Building purpose of subjecting and subordinating this Lease to the lien of such instrument and Tenant shall agree to reasonable modifications to the form of Non-Disturbance Agreement so long as such modifications do not diminish Tenant’s rights under this Lease. Tenant shall attorn to any third party purchasing or otherwise acquiring the Building Complex Premises at any sale or other proceeding or pursuant to the exercise of any rights, powers or remedies under any instruments of security or ground leases now or hereafter existing and to encumbering all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any part of the Premises, as if such leases, whether third party had been named as Landlord under this Lease. Tenant may encumber or not such deeds of trust or mortgages shall also cover other lands or buildings, to each finance its moveable fixtures and every advance made or hereafter to be made under such deeds of trust or mortgagesequipment installed on the Premises and its inventory, and to all renewals, modifications, replacements and extension of no such leases, deeds of trust and mortgages. The provisions of this Paragraph encumbrance or financing shall be self-operative and no further instrument of subordination shall be requireddeemed an assignment by Tenant hereunder. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of In connection with any such lease encumbrance or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's requestfinancing, Landlord agrees to use good faith efforts execute and deliver an owner’s waiver and consent thereto In a form reasonably acceptable to obtain a non-disturbance agreement in the form then being used by such superior party for such purposesLandlord and Tenant’s tender, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as provided Tenant shall is not be in In default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyits obligations hereunder.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Sublease Agreement (Celladon Corp)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in to the liens of all respects to all present Mortgages, deeds of trust and future ground leases, overriding leases and underlying leases and/or grants of term of other security instruments placed upon the real property and/or the Office Building or the land on which the Office Building Complex now sits or hereafter existing any portion of them and to all ground and other underlying leases from which Landlord’s interest, is derived (said Mortgages, deeds of trust, mortgages other security instruments, and building loan agreementsground leases being referred to as “Mortgage” or “Mortgages” and the mortgagees, including leasehold mortgages beneficiaries secured parties, and building loan agreementsground lessors, which may now from time to time being call the “Mortgagee” or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages“Mortgagees”), and to all renewals, extensions, modifications, replacements or refinancing. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the Mortgages. Tenant if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser recognize the purchaser as the Landlord under this Lease, and extension make all payments required under this Lease to such new Landlord without any deduction or set-off of such leases, deeds of trust and mortgagesany kind whatsoever. The Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Paragraph shall be self-operative and no further instrument Lease or to alter the obligations of subordination shall be requiredTenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. However, in confirmation of such subordinationIf requested by Landlord or any Mortgagee, Tenant shall promptly execute any certificate or document in such form and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents substance as may be required to confirm determined by Landlord or such Mortgagee confirming the subordination set forth and attornment provisions contained in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence Section 25 and such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"other matters required by such Mortgagee. Notwithstanding anything contained in this Section 25 to the foregoingcontrary, upon Tenant's request, Landlord agrees any mortgagee may at any time subordinate the lien of its Mortgage to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms operation and effect of this Lease for so long as without obtaining the Tenant’s consent, by giving the Tenant written notice, in which event this Lease shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn deemed to be senior to such superior party.
(b) Tenant Mortgage without regard to the respective dates of execution or recordation of such Mortgage and this Lease and such Mortgagee shall take no steps have the same rights as to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition it would have had were this Lease executed and delivered before the execution of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseMortgage.
Appears in 1 contract
Subordination and Attornment. (a) This LeaseTenant agrees: (i) that, except as hereinafter provided, this Lease is, and any of Tenant's rights hereunder are and shall always be, subject and subordinate to the Mortgage dated as of April 1, 2006 from Landlord to Manufacturers and Traders Trust Company and any other Mortgage hereafter given by Landlord and to any advances made or to be made thereunder and to the interest thereon, and all rights of Tenant hereunderrenewals, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewalsreplacements, modifications, replacements consolidations, or extensions thereof; (ii) that if the Mortgagee or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage shall at its sole option so request, Tenant will attorn to, and extension recognize the Mortgagee or purchaser, as the case may be, as landlord under this Lease for the balance then remaining of such leases, deeds of trust and mortgages. The provisions the Term of this Paragraph Lease, subject to all terms of this Lease provided the Mortgagee or purchaser recognizes Tenant's rights as and (iii) that the aforesaid provisions shall be self-operative operative, and no further instrument of subordination or document shall be requirednecessary unless required by the Mortgagee or purchaser. HoweverIn the event of any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such Mortgage, in confirmation of such subordination, Landlord shall provide Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor with reasonable notice of any such lease or sale and Tenant shall have the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant right, but not the obligation, to comply enter into agreements directly with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyMortgagee.
(b) Tenant shall take no steps Notwithstanding anything to terminate the contrary set forth above, the Mortgagee may at any time subordinate its Mortgage to this Lease, without giving Tenant's consent, by execution of a written notice document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such superior partyMortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such written document, the Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and this Lease or memorandum thereof recorded prior to the execution, delivery, and a reasonable opportunity recording of the Mortgage. Should Landlord or the Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to cure time, will execute and deliver without charge and in form satisfactory to Landlord, the Mortgagee, or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form, within fifteen (without 15) days of such superior party being obligated to cure), any default on the part of Landlord under this Leaserequest.
(c) IfTenant agrees that neither the Mortgagee, nor any Mortgagee-in-possession or purchaser shall be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date. Tenant further agrees that neither Mortgagee, nor Mortgagee in-possession or purchaser shall be responsible for the Security Deposit, Escrow Payments, Option Payment or other similar funds in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications respect of this Lease as a condition not actually paid to it; liable for any action or omission of such financing, any prior landlord under the Lease; or subject to any offsets or defenses that Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasemight have against Landlord.
Appears in 1 contract
Samples: Lease (Amincor, Inc.)
Subordination and Attornment. (a) 31.1 This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination.
31.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or mortgageslease in which Landlord is tenant as may be required by Landlord. If any such mortgagee, and beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to all renewalsany such lease, modificationsmortgage, replacements and extension of such leases, deeds or deed of trust upon or including the Premises regardless of date and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver a statement in writing to Landlord (or such other party so designated by effect at Landlord), ’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphtherefor, Tenant hereby grants constitutes and appoints Landlord or its special attorney-in-fact to Landlord a execute and deliver any such document or documents in the name of Tenant. Such power of attorney is coupled with an interest and is irrevocable.
31.3 Upon written request of Landlord and opportunity for Tenant to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isreview, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord Tenant agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part.
31.4 In the event any proceedings are brought for so long as Tenant shall not be foreclosure, or in default the event of the exercise of the power of sale under any term, condition mortgage or covenant deed of this Lease. Furthertrust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to foreclosure or sale and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of purchaser as Landlord under this Lease.
(c) If31.5 Upon request by Tenant and at Tenant’s sole cost, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest Landlord shall use commercially reasonable efforts to provide a non-disturbance agreement from all future lenders and ground lessors of the lessee therein under Project on a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseform to be reasonably agreed upon by Tenant.
Appears in 1 contract
Samples: Lease (Epizyme, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are Lease is and shall be subject and subordinate in at all respects times to all present and future ground leases, overriding leases and or underlying leases and/or grants of term of the real property and/or which now exist or may hereafter be executed or amended affecting the Building or the land upon which the Building Complex now is situated, or hereafter existing both, and to all deeds the lien of trust, any mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust in any amount or mortgages shall also cover other lands amounts whatsoever which now exist or buildingsmay hereafter be executed or amended on or against the land and Building or either of them, of which the Premises are a part, or on or against Landlord’s interest or estate therein, without the necessity of the execution and delivery of any further instruments on the part of Tenant to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination. Notwithstanding the foregoing, Tenant shall promptly covenants and agrees to execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from by Landlord an instrumentsuch further instruments, in recordable form if requiredreasonably requested by Landlord and recordable, that Landlord, evidencing such subordination of this Lease to such ground or underlying leases and to the lessor lien of any such lease mortgages or deeds of trust as may be reasonably required by Landlord, including a statement from Tenant as to any claimed offsets of Tenant. As to any mortgages, deeds of trust or ground leases hereafter executed that affect Landlord’s estate or any interest of Landlord in the real property or any part thereof of which the Premises form a part or any renewals, modifications, replacements or extensions of existing mortgages, deeds of trust or ground leases, they shall not be effective to disturb the terms hereof or Tenant’s occupancy hereunder so long as Tenant is not in default under the terms and conditions of this Lease. Any holder of any such a mortgage or deed of trust or may elect to have this Lease superior to the lien of its mortgage or any deed of their respective successors in interest or assigns may request evidencing such subordination. Failure trust by Tenant giving written notice thereof to comply with the requirements of Tenant, whereupon this Paragraph Lease shall be a default hereunderdeemed prior to such mortgage or deed of trust notwithstanding the relative dates of the documentation or recordation thereof. Notwithstanding Within ten (10) days after the foregoingwritten request of the Landlord or any mortgagee or beneficiary of Landlord, Tenant will in writing attorn to any such mortgagee or beneficiary. Said agreement of attornment shall be in commercially reasonable form and provide, among other things, (a) that this Lease shall remain in full force and effect, (b) that Tenant shall pay rent to said mortgagee or beneficiary from the date of said attornment, (c) that mortgagee or beneficiary shall not be responsible to Tenant under this Lease except for obligations accruing subsequent to the date of such attornment, and (d) that Tenant, in the event that Tenant does not execute such documents of foreclosure or deed in lieu thereof, will enter into a new lease with the lien holder acquiring title on the same terms and conditions as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact existing Lease and for the purposes balance of executing whatever documents are necessary to evidence such subordinationthe term hereof. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms provisions of this Lease for so long as Tenant shall not be in default of may require approval by financial institutions which make the loans herein contemplated. If any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease institution should require as a condition of such financingfinancing any modification of the provisions of this Lease, Tenant will not unreasonably withhold its consent thereto approve and execute any such modifications, provided that no such modifications do not increase shall relate to the obligations rent payable hereunder, the length of Tenant under this Lease the term or adversely affect any materially change the rights of Tenant or decrease the obligations of Landlord under this Leaseor Tenant to each other. Landlord represents that there is currently no secured lender against the Property.
Appears in 1 contract
Samples: Lease (Trulia, Inc.)
Subordination and Attornment. (a) This Landlord represents that, as of the effective date of this Lease, there is no Encumbrance currently encumbering the Project. This Lease and all of Tenant’s rights of Tenant hereunder, are and hereunder shall be subject and subordinate in to any and all respects to all present and future ground leasesEncumbrances, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, consolidations, replacements and extension extensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, however, that Landlord shall have obtained for the benefit of such leasesTenant from any Encumbrancer a commercially reasonable non-disturbance agreement which provides, deeds among other things, that so long as there is no Event of trust Default hereunder, this Lease shall not be terminated and mortgages. The provisions Tenant shall generally be entitled to the benefit of this Paragraph shall be each of the agreements, terms, covenants and conditions set forth herein, including, without limitation, Landlord’s obligation to perform the Landlord’s Work, Tenant’s self-operative help rights and no further instrument any right of subordination shall be required. HoweverTenant to any Rent credit or set-off or abatement of Rent, in confirmation whether any such right accrues prior to, during the pendency of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated after any foreclosure event or the exercise by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor Encumbrancer of any such lease rights or remedies with respect to the Premises or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with Project under the requirements of this Paragraph shall be a default hereunderapplicable security instrument. Notwithstanding the foregoing, in the event that Tenant does not shall execute such documents as may be required further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power or superiority of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isto any such Encumbrance. Landlord shall pay all costs and expenses charged by any Encumbrancer in connection with obtaining any subordination, at the time referred to, subject non-disturbance and subordinate attornment agreement required to be delivered pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partySection 21.1.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Eventbrite, Inc.)
Subordination and Attornment. (a) This Lease, Tenant agrees that this Lease and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all present and future any ground leases, overriding leases and or underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, lease which may now or hereafter affect be in effect regarding the Building Project or any component thereof, to any mortgage now or hereafter encumbering the Premises or the Building Complex Project or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildingscomponent thereof, to each and every advance all advances made or hereafter to be made under upon the security of such deeds mortgage, to all amendments, modifications, renewals, consolidations, extensions, and restatements of trust or mortgagessuch mortgage, and to all renewals, modifications, any replacements and extension of substitutions for such leases, deeds of trust and mortgagesmortgage. The provisions terms of this Paragraph provision shall be self-operative and no further instrument of subordination shall be required. HoweverTenant, however, upon request of any party in confirmation of such subordinationinterest, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after of request from by Landlord an such instrument or certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other party in interest, including, without limitation, any mortgagee.
(b) If any mortgagee or lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or lease, as the case may be. The term "mortgage", as used in recordable form if requiredthis Lease, includes any deed of trust, deed to secure debt, or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The term "mortgagee", as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage.
(c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord upon such lease termination, as the case may be (sometimes hereinafter called "such person"), attorn to such person, without any deductions or off-set whatsoever, and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease; provided, however, that no such person shall be (i) bound by any payment of Rent for more than one (1) month in advance, except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, the lessor mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such lease power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Premises or the holder Building pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of any such deed law or otherwise, result in the cancellation or termination of trust or mortgage or any the obligations of their respective successors in interest or assigns may request evidencing such subordination. Failure by the Tenant to comply with the requirements of this Paragraph shall be a default hereunder. .
(d) Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm of a foreclosure of any mortgage or the subordination set forth termination of any ground lease or in this Paragraph, Tenant hereby grants to Landlord a power the event of attorney coupled with an interest to act as Tenant's attorney in fact any other action or proceeding for the purposes enforcement of executing whatever documents are necessary to evidence such subordination. The leases to which either of them, or of any sale thereunder, this Lease isshall not be terminated or extinguished, at nor shall the time referred to, subject rights and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for Tenant hereunder be disturbed, so long as Tenant shall not be in faithfully performs its obligations and no event of default of any term, condition or covenant of then exists under this Lease. Further; and in such case, Tenant shall attorn to the person who acquires Landlord's interest hereunder through any such superior party.
mortgage or lease. In the event Landlord elects to place a mortgage on its interest in the Premises, it shall obtain for the benefit of its lender and of Tenant a subordination, non- disturbance and attornment agreement (b"SNDA") in substantially the form attached hereto as Exhibit E. In the event Landlord obtains the same, Tenant agrees to execute, acknowledge and deliver upon demand such agreement and further instruments requested by the lender evidencing such subordination of this Lease to the lien of the mortgage or lease. Landlord shall within sixty (60) days of the date of this Lease obtain for the benefit of Tenant from Landlord's current lender a SNDA in substantially the form attached hereto as Exhibit E. In the event Landlord fails to obtain such SNDA within such sixty (60) day period, Tenant shall take no steps have the right to terminate this Lease, without Lease by giving Landlord written notice of Tenant's election to terminate hereunder provided such superior party, and a reasonable opportunity to cure notice is given within thirty (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c30) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest days of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition expiration of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasesixty (60) day period.
Appears in 1 contract
Samples: Lease Agreement (Razorfish Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in to the liens of all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any portion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deeds of trust, other security instruments, and ground leases being hereinafter referred to as "Mortgages" and the mortgagees, beneficiaries, secured parties, and ground lessors thereunder from time to time being hereinafter called "Mortgagees"), and to any and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. HoweverIf requested by Landlord, in confirmation of such subordinationhowever, Tenant shall promptly execute and deliver to Landlord (any certificate or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing document confirming such subordination. Failure Tenant agrees that, if any proceedings are brought for the foreclosure of any of the Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to comply with give, Tenant any right to terminate this Lease or to alter the requirements obligations of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, Tenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant does not execute written notice thereof, in which event this Lease shall be deemed to be senior to such documents Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall have the same rights as may be required to confirm this Lease as it would have had were this Lease executed and delivered before the subordination set forth execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this ParagraphLease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder, or materially adversely affect the leasehold interest hereby grants to Landlord a power of attorney coupled with an interest to act as created or Tenant's attorney in fact for use and enjoyment of the purposes Premises, or increase the amount of executing whatever documents are necessary to evidence such subordinationAnnual Basic Rent and Additional Rent payable hereunder. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Upon Tenant's written request, Landlord agrees to shall use good faith efforts reasonable efforts, excluding the payment of money, to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by from Landlord, shall be entitled 's Mortgagee with respect to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn Landlord agrees to submit to such superior partyMortgagee on Tenant's behalf a non-disturbance agreement prepared by Tenant, however, Landlord makes no representation that its Mortgagee will execute any such agreement.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) 30.1 This Lease, and all rights of Tenant hereunder, are are, and shall be continue to be, subject and subordinate in all respects to to: (a) all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property Land and/or the Building or the Building Complex now or hereafter existing and to existing; (b) all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which that may now or hereafter affect the Building or Land, the Building Complex or and/or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or land and/or buildings, to ; (c) each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to ; (d) all renewals, modifications, replacements and extension extensions of such leases, deeds of trust leases and such mortgages. The provisions of this Paragraph shall be self-operative ; and no further instrument of subordination shall be required. However, in confirmation (e) all spreaders and consolidations of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordinationmortgages. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph Article are hereinafter herein sometimes called "“superior leases" and ,” the deeds of trust or mortgages to which this Lease lease is, at the time referred to, subject and subordinate are hereinafter herein sometimes called "“superior deeds mortgages,” the lessor of a superior lease or its successor in interest at the time referred to is sometimes herein called a “lessor” and the mortgagee under a superior mortgage or its successor in interest at the time referred to is sometimes herein called a “mortgagee.” Tenant agrees, with respect to any of the foregoing documents, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a mortgage shall elect for this Lease to be superior to the lien of its mortgage and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Tenant agrees to execute such reasonable documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust" , as the case may be, and Tenant’s failure to do so within ten (10) days after written demand shall, if Landlord so elects, constitute an Event of Default. Tenant hereby attorns to all successor owners of the Building, whether or "superior mortgages". The not such ownership is acquired as a result of a sale through foreclosure or otherwise.
30.2 If the lessor of a superior lease or the beneficiary mortgagee of a superior deed mortgage shall succeed to the rights of trust Landlord under this Lease, whether through possession or superior mortgage foreclosure action or their successors in interest delivery of a new lease or assigns are deed, then, at the request of such party so succeeding to Landlord’s rights (hereinafter sometimes collectively referred called a “successor landlord”), and upon such successor landlord’s written agreement to as a "superior party". Notwithstanding the foregoing, upon accept Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further’s attornment, Tenant shall attorn to and recognize such superior party.
(b) Tenant shall take no steps to terminate successor landlord as Tenant’s landlord under this Lease, without giving written notice and shall promptly execute and deliver any instrument such successor landlord may reasonably request to evidence such superior partyattornment. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord and a reasonable opportunity Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment, except such successor landlord shall not be (a) liable in any way to cure (without such superior party being obligated to cure)Tenant for any act or omission, any neglect or default on the part of Landlord under this Lease.
Lease unless it is of a continuing nature and continues after successor landlord is given written notice thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (b) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant unless such money has been delivered to and received by the successor landlord, (c) Ifsubject to any defenses, counterclaims, abatements or offsets that theretofore accrued to Tenant against Landlord except to the extent the basis of such counterclaim, abatement or offset is of a continuing nature and continues after successor landlord is given written thereof and has a reasonable opportunity to cure the same after taking possession of the Property, (d) bound by any amendments, terminations or modifications of this Lease subsequent to such superior lease or superior mortgage, or by any previous prepayment of fixed rent for more than one (1) month (excluding the rent abatement provided for in connection this Lease), which was not approved in writing by the mortgagee of such superior mortgage or lessor of the superior lease, as applicable, (e) liable to the Tenant beyond the successor landlord’s interest in the Project, (f) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the Premises or any part thereof.
30.3 This Lease may not be modified or amended so as to reduce the Base Rent and/or Additional Rent, shorten the Term, or otherwise materially affect the rights of Landlord hereunder, or be canceled or surrendered, without the prior written consent in each instance of the ground lessors and of any superior mortgagees whose mortgages shall require such consent. Any such modification, agreement, cancellation or surrender made without such prior written consent shall be null and void.
30.4 Tenant agrees if this Lease expires or is terminated or canceled for any reason or by any means whatsoever by reason of a default under a ground lease or mortgage, and the ground lessor or mortgagee so elects by written notice to Tenant, this Lease shall automatically be reinstated for the balance of the term that would have remained but for such termination, expiration or cancellation, at the same rental, and upon the same agreements, covenants, conditions, restrictions and provisions herein contained, with the procurementsame force and effect as if no such termination, continuation expiration or renewal cancellation had taken place. Tenant covenants to execute and deliver any instrument required to confirm the validity of the foregoing.
30.5 Tenant shall, at such time or times as Landlord may request, upon not less than fifteen (15) days’ prior written request by Landlord, sign and deliver to Landlord an estoppel certificate, which shall be substantially in the form of Exhibit E, attached hereto (or such other commercially reasonable form as may be required by any prospective mortgagee or purchaser of the Project, or any portion thereof), indicating therein any exceptions thereto that may exist at that time, and shall also contain such other information and agreements as may be reasonably requested, it being intended that any such statement delivered pursuant to this Article may be relied upon by Landlord and by any prospective purchaser of all or any portion of the Project, or a holder or prospective holder of any financing mortgage encumbering the Project, or any portion thereof. Tenant’s failure to deliver such statement within five (5) days after Landlord’s second written request therefor shall constitute an Event of Default (as that term is defined elsewhere in this Lease) and shall conclusively be deemed to be an admission by Tenant of the matters set forth in the request for an estoppel certificate.
30.6 Tenant shall deliver to Landlord prior to the execution of this Lease and thereafter at any time upon Landlord’s request, Tenant’s current audited financial statements, including a balance sheet and profit and loss statement for the most recent prior year (collectively, the “Statements”), which Statements shall accurately and completely reflect the financial condition of Tenant. Landlord shall have the right to deliver the same to any proposed purchaser of the Building or the Building Complex Project, and to any encumbrancer of all or of which the interest any portion of the lessee therein Building or the Project. Landlord agrees not to request copies of financial statements more often than once in every twelve-month period, unless required in connection with a proposed sale or financing. Notwithstanding the foregoing, if (i) Tenant is required to file reports under a superior lease the Securities Exchange Act of 1934, as amended, (ii) Tenant is current in its reporting obligations thereunder, and (iii) the reports required by such act are available to the public, including Landlord, then Tenant shall not be obligated to provide Landlord with financial statements pursuant to this Section 30.6.
30.7 Tenant acknowledges that Landlord is relying on the Statements previously delivered by Tenant to Landlord in its determination to enter into this Lease, and Tenant represents collateral in whole or in partto Landlord, a lender which representation shall request reasonable modifications be deemed made on the date of this Lease as a and again on the Commencement Date, that no material change in the financial condition of such financingTenant, as reflected in the Statements, has occurred since the date Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase delivered the obligations Statements to Landlord. The Statements are represented and warranted by Tenant to be correct and to accurately and fully reflect Tenant’s true financial condition as of Tenant under this Lease or adversely affect the date of submission of any rights of Tenant or decrease the obligations of Landlord under this LeaseStatements to Landlord.
Appears in 1 contract
Samples: Lease Agreement (Veritone, Inc.)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and Xxxxxx agrees that this Lease shall be subject and subordinate in to any mortgages or Deeds of Trust now or hereafter placed upon the Premises and to all respects modifications thereto, and to all present and future ground leasesadvances made with respect to any such mortgage or deed of trust. Xxxxxx agrees, overriding leases and underlying leases and/or grants of at any time during the term of the real property and/or the Building or the Building Complex now or hereafter existing this Lease, to execute any and all COMMERCIALLY REASONABLE documents necessary to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementseffectuate this subordination, which Landlord may now REASONABLY request. Xxxxxx agrees to attorn to the mortgagee, trustee, or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made beneficiary under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease mortgage or the holder of any such deed of trust or mortgage the purchaser at a sale pursuant to the foreclosure thereof. In the event of the sale, assignment, or any transfer by Landlord of their respective successors its interest in the Premises to a successor in interest who expressly assumes the obligation of the Landlord hereunder, the Landlord shall thereupon be released or assigns may discharged from all of its covenants and obligations hereunder, except such obligations shall have accrued prior to any such sale, assignment or transfer; and Xxxxxx agrees to look solely to any successor in interest of the Landlord for performance of any such AFTER-ARISING obligations. Tenant shall have FIFTEEN (15) BUSINESS days from its receipt of Landlord's request evidencing to deliver any such subordinationfully executed documents to Landlord. Failure by Tenant Xxxxxx's failure to comply with the requirements of this Paragraph execute and deliver any such documents shall be constitute a default hereunder. Notwithstanding the foregoingLANDLORD ACKNOWLEDGES AND AGREES THAT LANDLORD'S DELIVERY TO TENANT OF A COMMERCIALLY REASONABLE NON-DISTURBANCE AGREEMENT ("NON-DISTURBANCE AGREEMENT") IN FAVOR OF TENANT FROM ANY GROUND LESSORS, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this ParagraphMORTGAGE HOLDERS OR LIEN HOLDERS OF LANDLORD WHO LATER COME INTO EXISTENCE AT ANY TIME PRIOR TO THE EXPIRATION OF THE TERM OF THIS LEASE SHALL BE IN CONSIDERATION OF, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordinationAND A CONDITION PRECEDENT TO, TENANT'S AGREEMENT TO BE BOUND BY THE PROVISIONS OF THIS SECTION 15. The leases to which this Lease isXXXXXXXX WARRANTS THAT SAID PROPERTY IS NOT CURRENTLY UNDER A GROUND LEASE, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyMORTGAGE OR LIEN.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Etoys Inc)
Subordination and Attornment. (a) This Lease35.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, and all rights of Tenant hereunder, are and this Lease shall be subject to and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term any mortgage or deed of the real property and/or the Building or the Building Complex trust now or hereafter existing in force against the Project and Building of which the Premises are a part, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds upon the security thereof without the necessity of trust or mortgages, the execution and delivery of any further instruments on the part of Tenant to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant a non-disturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may request and as the Tenant may approve, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall promptly execute remain in force and deliver Tenant’s right to possession shall be upheld. Furthermore, Landlord (or such other party so designated by Landlord)shall provide to Tenant, within ten one hundred thirty (10130) days after request execution of this Lease by both parties, such a nondisturbance agreement from Landlord an instrument, in recordable form if required, that Landlord, the lessor beneficiary of any such lease or mortgage presently encumbering the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Project.
35.2 Notwithstanding the foregoing, in Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the event that Tenant does not execute lien of any such documents mortgage or deed of trust as may be required by Landlord and in a form reasonably satisfactory to confirm Tenant, provided that the subordination set forth in this Paragraphlienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by recordable form. However, if any such superior party for such purposes, providing that Tenant, notwithstanding mortgagee or beneficiary so elects at any time prior to or following a default by LandlordTenant, this Lease shall be entitled deemed prior in priority to remain any such mortgage or deed of trust regardless of date and Tenant will execute a statement in possession writing to such effect at Landlord’s request in a form reasonably satisfactory to Tenant.
35.3 In the event any proceedings are brought for foreclosure, or in the event of the Premises exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partythe non-disturbance Agreement.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease (Acucela Inc)
Subordination and Attornment. (a) This Lease14.01 Subject to the provisions of Paragraph 14.02 below, this Lease and all rights of Tenant hereunder, are and under this Lease shall be subject and subordinate at all times to the lien of any mortgage made a lien on the demised premises in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of connection with the real property and/or the Building or the Building Complex now purchase thereof by Landlord ("Purchase Money Mortgage") or hereafter existing a lien upon the demised premises and to all deeds of trustamendments, mortgages and building loan agreementsextensions, including leasehold mortgages and building loan agreementsrenewals, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesconsolidations, and replacements thereof, subject to all renewals, modifications, replacements and extension Tenant's receipt of such leases, deeds a non-disturbance agreement as set forth in Paragraph 14.02. Although no instrument or act on the part of trust and mortgages. The provisions of this Paragraph the Tenant shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of necessary to effectuate such subordination, the Tenant shall promptly will, nevertheless, execute and deliver such further instruments subordinating this Lease to Landlord (or the lien of any such other party so designated by Landlord), mortgage within ten (10) business days after from Landlord's request from therefor. Tenant shall attorn to such mortgagee in the event mortgagee shall succeed to the interest of Landlord by reason of a foreclosure or delivery of a deed in lieu of foreclosure or otherwise.
14.02 Tenant, in connection with Landlord's obtaining the Purchase Money Mortgage or any mortgage to become a lien on the demised premises hereafter, agrees to enter into an instrument, agreement in recordable form if required, that Landlord, the lessor of with any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by mortgagee, which agreement Tenant agrees to comply with the requirements of this Paragraph execute, within seven (7) business days after receipt thereof, which shall be a default hereunder. Notwithstanding the foregoingprovide, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which substance:
(A) That this Lease is, at the time referred to, is subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" any such mortgage and the deeds of trust or mortgages to which this Lease isall amendments, at the time referred toextensions, subject renewals, consolidations and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for replacements thereof.
(B) That so long as Tenant shall not be in default default, subject to the giving of any termnotice if required and the expiration of the applicable grace period, condition if any, of its obligations under this Lease:
(i) Such mortgagee shall recognize this Lease and the rights of Tenant hereunder and shall not disaffirm this Lease even if mortgagee shall foreclose the mortgage or covenant the demised premises shall be sold pursuant to a foreclosure sale or shall take a deed in lieu of such foreclosure sale;
(ii) Tenant shall be entitled to use and occupy the demised premises in accordance with the provisions of this Lease. FurtherLease and no provisions of such mortgage shall supersede or make void the provisions of this Lease including the provisions as to the applicability of insurance proceeds in the event of a casualty; and
(iii) Tenant's possession of the demised premises shall not be disturbed by any such mortgagee, Tenant shall attorn to such superior partyits successors or assigns.
(bC) That this Lease shall not be terminable by Tenant shall take no steps to terminate this Leaseby reason of foreclosure under any fee mortgage by legal proceedings, without giving written notice to such superior partyor otherwise, and a reasonable opportunity to cure (without such superior party being obligated to cure), any in the event that by reason of default on the part of Landlord under this Lease.
(c) Iftherein, a mortgagee shall enter into and become possessed of the Property and/or the entire demised premises either through possession or foreclosure proceedings, then Tenant shall hereby be deemed to, without further instruments of attornment in connection with such case, attorn to such mortgagee and shall recognize such mortgagee as its Landlord, and Tenant waives the procurement, continuation or renewal provisions of any financing for statute or rule of law now or hereafter in effect which the Building may give or the Building Complex or purport to give Tenant any right of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under election to terminate this Lease or adversely affect any rights to surrender possession of the demised premises in the event the Landlord's interest in the Lease is terminated. Although no instrument or act on the part of Tenant shall be necessary to effectuate such subordination, Tenant agrees to execute, upon the request of such mortgagee, an agreement of subordination non-disturbance and attornment in form reasonably satisfactory to Tenant and such mortgagee.
14.03 The above subordination with respect to any Purchase Money Mortgage or decrease the obligations of Landlord under this Leaseany future fee mortgages (including renewals, modifications, replacements and extensions thereof) shall not be operative unless Tenant receives an executed and delivered subordination, non-disturbance and attornment agreement as set forth in paragraph 14.02 from said mortgagees.
Appears in 1 contract
Samples: Lease Agreement (Trans Lux Corp)
Subordination and Attornment. (a) This Lease, and all rights of The Tenant hereunder, are and shall be accepts this Lease subject and subordinate in all respects to all present and future the Air Rights Lease, any ground leaseslease, overriding leases and underlying leases and/or grants mortgage, deed of term of the real property and/or the Building trust, or the Building Complex any other hypothecation or security now or hereafter existing placed upon the Developed Parcel and to any and all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect advances made on the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, security thereof and to all renewals, modifications, consolidations, replacements and extension extensions thereof. If any mortgagee, shall elect to have this Lease prior to the lien of such leasesits mortgage, deeds of trust and mortgages. The provisions of shall give written notice thereof to Tenant, this Paragraph Lease shall be self-operative and no further instrument deemed prior to such mortgage, whether this Lease is dated prior or subsequent to the date of subordination shall be required. Howeversaid mortgage, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder date of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyrecording thereof.
(b) Although the provisions of Paragraph (23)(a) shall be self operative, Tenant shall take no steps to terminate this Leaseagrees, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part upon request of Landlord under or Landlord's lender, to execute any documents required to effectuate any attornment, a subordination or to make this LeaseLease prior to the lien of any mortgage. Tenant's failure to execute such documents within 10 days after written demand shall constitute a material default by Tenant hereunder.
(c) IfIf by reason of a default under the mortgage upon the Developed Parcel, the interest of Landlord in connection with the procurementDeveloped Parcel is terminated, continuation the Tenant will attorn to the holder of such mortgage (or renewal to any person or entity to which the Developed Parcel is conveyed by such holder) and will recognize such holder, person or entity as Tenant's landlord under this Lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Landlord or of the Landlord's lender any instrument which may be necessary or appropriate to evidence such attornment. Tenant further waives the provision of any financing for statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Building or Leased Premises in the Building Complex or of which event any proceeding is brought by Landlord's lender to terminate the interest of the lessee therein under a superior lease represents collateral Landlord in whole or in partthe Developed Parcel, a lender shall request reasonable modifications of and agrees that this Lease as a condition of shall not be affected in any way whatsoever by any such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseproceeding.
Appears in 1 contract
Subordination and Attornment. (a) This LeaseTenant agrees, at Landlord's discretion: (i) that, except as hereinafter provided, this Lease is, and all of Tenant's rights of Tenant hereunder, hereunder are and shall be always be, subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex any Mortgage now existing or hereafter existing given by Landlord and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgagesthereunder and to the interest thereon, and to all renewals, replacements, modifications, replacements consolidations, or extensions thereof; and extension (ii) that if any Landlord's Mortgagee or if the purchaser at any foreclosure sale or at any sale under a power of sale or assent to decree contained in any such leasesMortgage shall at its sole option so request, deeds Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of trust and mortgages. The provisions the Term of this Paragraph Lease, subject to all terms of this Lease; and (iii) that the aforesaid provisions shall be self-operative operative, and no further instrument of subordination or document shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated necessary unless required by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease Mortgagee or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordinationpurchaser. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination Tenant's obligation set forth in this Paragraph, Tenant hereby grants to Landlord subsection (a) shall be conditioned upon Landlord's Mortgagee agreeing in writing that neither it nor any purchaser at a power of attorney coupled with an interest to act as foreclosure sale shall disturb Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in quiet possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall is not be in default of any termthis Lease (beyond all applicable notice and cure periods, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyif any).
(b) Tenant shall take no steps Notwithstanding anything to terminate the contrary set forth above, any Landlord's Mortgagee may at any time subordinate its Mortgage to this Lease, without giving Tenant's consent, by execution of a written notice document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such superior partyMortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording. In that event, to the extent set forth in such written document, such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and this Lease or memorandum thereof recorded prior to the execution, delivery, and a reasonable opportunity recording of the Mortgage. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to cure time, will execute and deliver without charge and in form reasonably satisfactory to Landlord, the Mortgagee, or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form, within fifteen (without 15) days of such superior party being obligated to cure), any default on the part of Landlord under this Leaserequest.
(c) IfTenant agrees that no Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall be bound by any payment of Rent made more than thirty (30) days prior to its due date, and any such sum shall be due and payable on the due date. Tenant further agrees that no Landlord's Mortgagee, Landlord's Mortgagee-in-possession, or purchaser shall be responsible for the Security Deposit or other similar funds in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications respect of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseactually paid to it.
Appears in 1 contract
Samples: Lease Agreement (Vaccinogen Inc)
Subordination and Attornment. (a) 21.1 This LeaseLease at Landlord's option will be subordinate to any mortgage, deed of trust and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building related documents now or hereafter placed upon the Building Complex now or hereafter existing and to (including all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgagesthereunder), and to all amendments, renewals, modificationsreplacements, replacements and extension of such leasesor restatements thereof (collectively, deeds of trust and mortgages"Mortgage"). The provisions of Tenant agrees that no documentation other than this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of Lease is required to evidence such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required; provided, that LandlordLandlord shall provide to Tenant, on or before the lessor of any such lease or Commencement Date, a non-disturbance, subordination and attornment agreement ("SNDA") from the holder of any such deed of trust Mortgage ("Mortgagee") now or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with then encumbering the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoingBuilding, in such Mortgagee's standard SNDA form. Landlord shall also request a SNDA from any Mortgagee hereinafter encumbering the event that Building, in such future Mortgagee's standard form.
21.2 If any Mortgagee elects to have this Lease superior to the lien of its Mortgage and gives notice to Tenant, this Lease will be deemed prior to such Mortgage whether this Lease is dated prior or subsequent to the date of such Mortgage or the date of recording thereof.
21.3 In confirmation of subordination or superior position, as the case may be, Tenant does not will execute such documents (including any SNDA) as may be required by Mortgagee and if it fails to confirm the subordination set forth in this Paragraphdo so within 10 days after demand, Tenant hereby grants to irrevocably appoints Landlord a power of attorney coupled with an interest to act as Tenant's attorney attorney-in-fact and in fact for Tenant's name, place, and stead, to do so.
21.4 Tenant hereby attorns to all successor owners of the purposes of executing whatever documents are necessary to evidence Building, whether such subordination. The leases to which this Lease isownership is acquired by sale, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor foreclosure of a superior lease Mortgage, or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyotherwise.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Office Lease (Kroll Inc)
Subordination and Attornment. (a) This Lease, and all rights at the option of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex Landlord or any of such leasesits lenders, whether shall be subordinate to any ground lease, mortgage or not such deeds of trust or mortgages shall also cover any other lands or buildingshypothecation for security and any renewals, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewalsfuture advances, modifications, consolidations, replacements and extension of such leasesextensions thereof, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as provided Tenant's attorney in fact rights hereunder continue to be recognized and Tenant's possession of the Project is not disturbed so long as no Event of Default has occurred and is continuing. Landlord agrees for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isitself, at the time referred toits successors and assigns, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, promptly upon Tenant's request, Landlord agrees to use good faith efforts enter into or cause to obtain be entered into by its lender a non-disturbance nondisturbance agreement in 50 108 such regard for the form then being used benefit of Tenant on terms reasonably satisfactory to Tenant and Landlord.
(b) Provided Tenant's rights hereunder continue to be recognized and its right of possession is not disturbed so long as no Event of Default has occurred and is continuing, Tenant shall execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, ground lease or other security device, as the case may be, and failing to do so within twenty (20) days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact and in Tenant's name, place and stead, to do so and any out-of-pocket expenses incurred by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, Tenant in connection therewith shall be entitled paid by Landlord upon Tenant's request.
(c) In the event of (a) a sale, assignment, ground lease, mortgage or other transfer of Landlord's interest in the Project or any portion thereof or in this Lease; or (b) any proceedings brought for the foreclosure of, the granting of a deed in lieu of foreclosure of or the exercise of the power of sale under any mortgage or security agreement made by Landlord covering the Project or any portion thereof or this Lease, and provided that such mortgagee or other transferee shall agree to remain in recognize Tenant's rights hereunder and not disturb Tenant's possession of the Premises in accordance with the terms of this Lease for Project so long as Tenant shall an Event of Default has not be in default of any term, condition or covenant of this Lease. Furtheroccurred and is continuing, Tenant shall attorn to the mortgagee or other transferee and recognize such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of mortgagee or other transferee as Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Purchase and Sale Agreement (PMC Commercial Trust /Tx)
Subordination and Attornment. (a) This LeaseThe Lease and the Sublease, and all of Tenant's and Subtenant's respective rights of Tenant hereunderand interest thereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building any mortgages or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust that now encumber, or mortgages shall also cover other lands may hereafter be placed upon, the Premises, and to the rights of the mortgagees or buildingsbeneficiaries thereunder, to each any and every advance all advances made or hereafter to be made under such deeds of trust or mortgagesthereunder, the interest thereon, and to all modifications, renewals, modifications, replacements and extension extensions thereof. Notwithstanding the foregoing, the subordination of such leases, deeds the Lease to any future mortgage or deed of trust and mortgages. The provisions of this Paragraph shall be selfcontingent upon the holder of any such mortgage or deed of trust delivering a non-operative disturbance agreement which is substantially the same form set forth in Exhibit J, a commercially reasonable form, or a typical and no further instrument customary form as used by lenders making loans on property similar to the Premises. Tenant and Subtenant shall execute the same within ten (10) days of subordination request therefor. If any such mortgagee or beneficiary so elects in writing, then this Agreement shall be requiredsuperior to the lien of the mortgage or deed of trust held by such mortgagee or beneficiary, whether this Agreement is dated or recorded before or after such mortgage or trust deed. However, in confirmation of such subordinationUpon request, Tenant and Subtenant shall promptly execute and deliver to Landlord (Landlord, or any such other party mortgagee or beneficiary, any documents or instruments required by any of them to evidence subordination of the Lease and the Sublease or to make the Lease and the Sublease prior to the lien of any mortgage or deed of trust as herein specified. If Tenant or Subtenant fails or refuses to do so designated by Landlord), within ten (10) days after written request from therefor by Landlord an instrumentor such mortgagee or beneficiary, such failure or refusal shall constitute a Default, but shall in recordable form if required, that Landlord, no way affect the lessor validity or enforceability of any such lease the subordination to or by the holder of any such mortgage or deed of trust held by such mortgagee or mortgage or any of their respective successors in interest or assigns may request evidencing such subordinationbeneficiary. Failure by Tenant to comply with As used herein, the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called terms "superior leasesmortgage" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds deed of trust" include any sale and leaseback transaction in which Landlord sells and simultaneously leases back all or "superior mortgages"any portion of its interest in the Premises. The lessor This Agreement shall be contingent upon the execution by Landlord, Tenant, Subtenant and Landlord's Lender of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a subordination and non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long attached hereto as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.Exhibit F.
(b) Tenant shall take no steps Upon enforcement of any rights or remedies under any mortgage or deed of trust to terminate this Leasewhich the Lease and the Sublease is subordinated (including proceedings for judicial foreclosure or a trustee's sale pursuant to a power of sale, without giving written notice or deed in lieu of foreclosure delivered by Landlord to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to curethe mortgagee or beneficiary thereunder), any default on Tenant and Subtenant shall, at the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest election of the lessee therein purchaser or transferee under a superior lease represents collateral in whole such right or in partremedy, a lender attorn to and recognize such purchaser or transferee as Tenant and Subtenant's landlord under the assignment. Tenant and Subtenant shall request reasonable modifications of this Lease as a condition of execute and deliver any document or instrument required by such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase purchaser or transferee confirming the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseattornment hereunder.
Appears in 1 contract
Samples: Consent to Sublease and Second Amendment to Lease (Advanced Medical Optics Inc)
Subordination and Attornment. (a) This Lease, and all Tenant hereby subordinates its rights hereunder to the lien of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future any ground or underlying leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building any mortgage or mortgages, or the Building Complex lien resulting from any other method of financing or refinancing, now or hereafter existing in force against the property and Project of which the Premises are a part, upon the Common Areas and any buildings hereafter placed upon the Property of which the Premises are a part, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgagesupon the security thereof. The provisions of this Paragraph This Section shall be self-operative and no further instrument of subordination shall be required. Howeverrequired by any mortgagee, in confirmation but Tenant agrees upon request of Landlord, from time to time, to promptly (but within fifteen (15) days) execute and deliver any and all documents evidencing such subordination, Tenant shall promptly execute and deliver failure to Landlord do so within an additional five (or such other party so designated by Landlord), within ten (105) days after request from Landlord an instrumentnotice of such failure, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be constitute a default hereunderunder this Lease. Notwithstanding the foregoing, Landlord agrees to obtain a commercially reasonable non-disturbance provision in the event that favor of Tenant does not execute in connection with such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordinationrequest. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's requestIn addition, Landlord agrees to use good faith efforts to obtain a commercially reasonable non-disturbance agreement in the form then being used by such favor of Tenant from any future or existing mortgagee or superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession landlord of the Project. In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage made by the Landlord covering the Premises or Common Areas, or in accordance with the terms event a deed is given in lieu of this Lease for so long as Tenant shall not be in default foreclosure of any term, condition or covenant of this Lease. Furthersuch mortgage, Tenant shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such superior party.
(b) Tenant shall take no steps to terminate this Leaseforeclosure or sale and recognize such purchaser, without giving written notice to such superior partyor grantee in lieu of foreclosure, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on as the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender Lease and said party shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease assume the obligations of Landlord under this Leaseprovided that Tenant’s occupancy hereunder shall not be disturbed. Tenant shall not enter into, execute or deliver any financing agreement that can be considered as having priority to any mortgage or deed of trust that Landlord may have placed upon the Premises.
Appears in 1 contract
Samples: Lease Agreement (Applied Genetic Technologies Corp)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien or security title of term of the real property and/or the Building or the Building Complex now any presently existing or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagescreated Mortgage, and to all existing recorded restrictions, covenants, easements and agreements with respect to the Project, or any part thereof, and all renewals, modificationsextensions, replacements amendments, modifications and extension of such leases, deeds of trust and mortgagesrestatements thereof. The provisions of this Paragraph shall be subordination created hereby is self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. HoweverNevertheless, in confirmation of Tenant agrees to execute such documents as Landlord may reasonably request to evidence and memorialize such subordination. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any Mortgage, Tenant shall be bound to the transferee (hereinafter referred to as the "Purchaser"), at the option of the Purchaser, under the terms, covenants and conditions of this Lease for the balance of the Term remaining, and any extensions or renewals, with the same force and effect as if the Purchaser were the "landlord" hereunder, and, if requested by the Purchaser, Tenant shall attorn to such Purchaser and agrees to be bound and obligated hereunder to the Purchaser as the "landlord" under this Lease. The foregoing provisions are self-operative and require no further instruments to give effect thereto; provided, however, that Tenant shall promptly execute and deliver to Landlord any instrument that such Purchaser may reasonably request:
(or a) evidencing such attornment; (b) setting forth the terms and conditions of Tenant's tenancy; and (c) containing such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents terms and conditions as may be required to confirm by such Purchaser, provided such terms and conditions do not increase the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power Rent of attorney coupled with an interest to act as otherwise increase or adversely affect Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust obligations hereunder or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon adversely affect Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord rights under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) SECTION 20.01. This Lease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate subordinate, in all respects respects, to (a) all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property Land and/or the Building or the Building Complex now portion thereof in which the Premises are located in whole or hereafter existing and to in part; (b) all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or Land and/or the Building Complex or any of such leases(collectively, the "SUPERIOR MORTGAGES"), whether or not such deeds of trust or mortgages the Superior Mortgages shall also cover other lands or and/or buildings, to ; and (c) each and every advance made or hereafter to be made under such deeds of trust or mortgages, the Superior Mortgages and to all renewals, modificationsmodification, replacements replacements, substitutions and extension extentions of such leasesthe Superior Mortgage, deeds and spreaders and consolidations of trust and mortgagesthe Superior Mortgages. The provisions of this Paragraph Section shall be self-operative operative, and no further instrument of subordination shall be required. However, in In confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord)deliver, within ten (10) days after request from Landlord an at its own cost and expense, any instrument, in recordable form if required, that Landlord, the lessor of any such lease Landlord or the holder of any such deed of trust or mortgage a Superior Mortgage or any of their respective successors in interest or assigns may reasonably request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination, and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument for and on behalf of Tenant.
SECTION 20.02. The leases to which this Lease isIf, at any time prior to the time referred toexpiration of the Term, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor holder of a superior lease or Superior Mortgage shall become the beneficiary owner of the Building as a superior deed result of trust or superior foreclosure of its mortgage or their successors in interest conveyance of the Building, or assigns are hereinafter sometimes collectively referred to as become a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain mortgagee in possession of the Premises Land or the Building, Tenant agrees, at the election and upon demand of any owner of the Land or the Building, or of the holder of any Superior Mortgage (including a leasehold mortgagee) in accordance with possession of the Land or the Building, to attorn, from time to time, to any such owner, holder or lessee, upon the then executory terms and conditions of this Lease, provided that such owner, holder or lessee, as the case may be, shall then be entitled to possession of the Premises. Such successor in interest to Landlord shall not be bound by (a) any payment of Fixed Rent or Additional Rent for more than one month in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under the Lease, (b) any amendment, modification or termination of this Lease for so long as Tenant shall not be made without the consent of the holder of the Superior Mortgage or such successor in default of any terminterest whose name is disclosed to Tenant, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with any offsets which may be asserted by the procurement, continuation or renewal lessee hereunder against payments of rent as a result of any financing for which default by or claims against Landlord hereunder arising prior to the Building or the Building Complex or of which the interest date such sccessor takes possession of the Premises, or (d) any obligation by Landlord as lessor hereunder to perform any work or grant any concession without the mortgagees' express assumption of such obligation to perform work or grant such concession. The foregoing provisions of this Section shall inure to the benefit of any such owner, holder or lessee therein under and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions, although Tenant shall execute such an instrument upon request of the holder of a superior lease represents collateral in whole or in part, Superior Mortgage.
SECTION 20.03. Tenant shall execute and deliver to Landlord within a lender shall request reasonable period of time any reasonable modifications of this Lease as required or requested by the holder or potential holder of a condition of such financingSuperior Mortgage, Tenant will not unreasonably withhold its consent thereto provided that no such modifications do not increase modification shall adversely affect Tenant's rights or obligations hereunder.
SECTION 20.04. Landlord represents that as of the obligations date of Tenant under this Lease or adversely affect any rights the only holder of Tenant or decrease a Superior Mortgage is New York Life Insurance Company and, to the obligations best of Landlord Landlord's knowledge, there are no defaults under this Leasesuch Superior Mortgage.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be The Lessee accepts this Lease subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust mortgage or mortgages, including without limitation the notes or other obligations secured thereby and to any and all renewals, modifications, consolidations, replacements or extensions of any such mortgages or the notes or other obligations secured thereby, any easement or restriction of record now in existence or hereafter made from time to time, affecting the fee title or the leasehold estate to the Building or premises which the Leased Premises are a part or any part thereof of the Lessor's interest therein. The Lessee also accepts this Lease subject and extension subordinate to all instruments in the chain of fee title, including any and all renewals, modifications, consolidations, replacements or extensions of such leases, deeds of trust and mortgagesinstruments. The provisions of this Paragraph Lessee shall be self-operative and no further instrument of subordination shall be required. Howeverexecute, in confirmation of such subordination, Tenant shall promptly execute acknowledge and deliver to Landlord (the holder of any such mortgage or to any of the parties to such instruments, at any time upon demand by such holder or by any such party, any release, certificates or other party so designated documents that may be required by Landlord)such holder or by any such party, for the purpose of evidencing the subordination of this Lease to such mortgages or other instruments or to any renewals, modifications, consolidations, replacements or extensions thereof. The Lessor is authorized to execute any such documents as the Lessee's attorney-in- fact if the Lessee fails or refuses to execute any such instruments or documents within ten (10) days after following the request from Landlord an instrument, in recordable form if required, of the Lessor therefor unless the Lessee's failure or refusal is reasonable taking into account the circumstances that Landlord, exist at the lessor time of any such lease or request. In the holder event of a sale under any such deed of trust or mortgage or any of their respective successors in interest note or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoingother obligations secured thereby, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease isis subordinate, at or a taking of possession of the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and Leased Premises by the deeds of trust Mortgagee or mortgages other person acting for or through the Mortgagee under any mortgage to which this Lease isis subordinate, at the time referred toLessee agrees that it shall attorn to and recognize as the Lessor hereunder the party who, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoingbut for this Lease, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall would be entitled to remain in possession of the Premises in accordance with the terms of Leased Premises, provided that any such party recognizes this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyand the Lessee's rights hereunder.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease (Physicians Quality Care Inc)
Subordination and Attornment. (a) 37.1 This Lease, and all rights of Tenant hereunder, are and Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or which Landlord is tenant now or hereafter in force against the Building or the Building Complex now or hereafter existing Project and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds upon the security thereof without the necessity of trust or mortgages, the execution and delivery of any further instruments on the part of Tenant to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination.
37.2 Notwithstanding the foregoing, Tenant shall promptly execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord (or such other party so designated is tenant as may be reasonably required by Landlord). However, if any such mortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraphtherefor, Tenant hereby grants constitutes and appoints Landlord or its special attorney-in-fact to Landlord a execute and deliver any such document or documents in the name of Tenant. Such power of attorney is coupled with an interest to act as and is irrevocable, provided that execution and delivery of such document or documents would not have a material adverse effect on Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, ’s operations at the time referred toPremises..
37.3 Upon written request of Landlord and opportunity for Tenant to review, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord Tenant agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with execute any Lease amendments not materially altering the terms of this Lease Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Landlord shall reimburse Tenant for so long as Tenant’s reasonable attorneys’ fees incurred therewith, not to exceed One Thousand Five Hundred Dollars ($1,500). Any change affecting the amount or timing of the consideration to be paid by Tenant shall not be in default of any term, condition or covenant modifying the term of this Lease. FurtherLease shall be deemed as materially altering the terms hereof.
37.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, Tenant shall at the election of the purchaser upon any such foreclosure or sale attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to purchaser and recognize such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on purchaser as the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Epicept Corp)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and acknowledges that this Lease is subordinate in all respects to all present leases in which Landlord is lessee and future ground leases, overriding leases and underlying leases and/or grants to any mortgage or deed of term of the real property and/or trust now in force against the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made thereunder, provided the holder thereof agrees in writing for Tenant's benefit not to disturb Tenant's rights under this Lease so long as there is no Event of Default under this Lease, Tenant agrees that this Lease shall be subordinate to any future leases in which Landlord is lessee and to any future first mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder (all such existing and future leases, mortgages and deeds of trust or mortgagesreferred to collectively as "Superior Instruments.") Landlord shall use its best efforts obtain a written nondisturbance agreement from all current and future mortgagees, ground lessors, and to all renewals, modifications, replacements and extension of such lessors under any superior leases, deeds of trust in form and mortgagessubstance reasonably acceptable to the parties. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form also agrees that if required, that Landlord, the lessor of any such lease or the holder of any Superior instrument elects to have this Lease superior to its Superior instrument and gives notice of its election to Tenant, then this Lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed 20 of trust. If requested in writing by Landlord or any first mortgagee or ground lessor of their respective successors in interest or assigns may request evidencing such subordination. Failure by Landlord, Tenant agrees to comply with execute a subordination agreement required to further effect the requirements provisions of this Paragraph shall be a default hereunderparagraph. Notwithstanding the foregoing, in In the event that Tenant does not execute such documents as may be required to confirm of any transfer in lieu of foreclosure or termination of a lease in which Landlord is lessee or the subordination set forth in this Paragraphforeclosure of any Superior instrument, Tenant hereby grants to Landlord a power or sale of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate Property pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. FurtherSuperior instrument, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate purchaser, transferee or lessor and recognize such party as landlord under this Lease, without giving written notice provided such party acquires and accepts the Leased Premises and assumes Landlord's obligations under the Lease to be performed from and after the date such superior partyparty acquires the Leased Premises, and a reasonable opportunity subject to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations . The agreement of Tenant under this Lease to attorn contained in the immediately preceding sentence shall survive any such foreclosure sale or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasetransfer.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in to the liens of all respects to all present and future ground leasesMortgages, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect other security instruments placed upon the Office Building or the land on which the Office Building Complex sits or any portion of such leasesthem and all ground and other underlying leases from which Landlord's interest is derived (said Mortgages, whether or not such deeds of trust trust, other security instruments, and ground leases being referred to as "Mortgage" or mortgages shall also cover other lands "Mortgages" and the mortgagees, beneficiaries, secured parties, and ground lessors, from time to time being call the "Mortgagee" or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages"Mortgagees"), and to all renewals, extensions, modifications, replacements or refinancing. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the Landlord under this Lease, and extension make all payments required under this Lease to such new Landlord without any deduction or set-off of such leases, deeds of trust and mortgagesany kind whatsoever. The Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Paragraph shall be self-operative and no further instrument Lease or to alter the obligations of subordination shall be requiredTenant hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. However, in confirmation of such subordinationIf requested by Landlord or any Mortgagee, Tenant shall promptly execute any certificate or document in such form and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents substance as may be required to confirm determined by Landlord or such Mortgagee confirming the subordination set forth and attornment provisions contained in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence Section 25 and such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"other matters required by such Mortgagee. Notwithstanding anything contained in this Section 25 to the foregoingcontrary, upon Tenant's request, Landlord agrees any mortgagee may at any time subordinate the lien of its Mortgage to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms operation and effect of this Lease for so long as without obtaining the Tenant's consent, by giving the Tenant written notice, in which event this Lease shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn deemed to be senior to such superior party.
(b) Tenant Mortgage without regard to the respective dates of execution or recordation of such Mortgage and this Lease and such Mortgagee shall take no steps have the same rights as to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition it would have had were this Lease executed and delivered before the execution of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseMortgage.
Appears in 1 contract
Subordination and Attornment. At Landlord's option, this Lease shall be subordinate to any mortgage, deed of trust (anow or subsequently placed upon the Building), ground lease, declaration of covenants (subsequently placed upon the Building) This Leaseregarding maintenance and use of any areas contained in any portion of the Building, and to any and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building advances made under any mortgage or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds deed of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, consolidations, replacements and extension extensions of such leasesthe same. With respect to any of the above documents, deeds Tenant agrees that no documentation other than this Lease shall be required to evidence the subordination. Any holder of a mortgage or deed of trust and mortgages. The provisions may elect, by written notice to Tenant, to make this Lease superior to the lien of this Paragraph shall be self-operative and no further instrument its mortgage or deed of subordination shall be required. Howevertrust, in confirmation which case this Lease shall automatically be deemed prior to such mortgage or deed of such subordinationtrust, Tenant shall promptly execute and deliver to Landlord (whether this Lease is dated earlier or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, later than the lessor date of any such lease the mortgage or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordinationthe date the same was recorded. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm evidence the subordination set forth in or to make this ParagraphLease prior to the lien of any mortgage or deed of trust, as the case may be. By failing to do so within five days after written demand, Tenant does hereby grants make, constitute and irrevocably appoint Landlord as Tenant's attorney-in-fact to Landlord a do so. This power of attorney is coupled with an interest interest. Tenant hereby attorns to act all successor owners of the Building, whether or not such ownership is acquired as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor a result of a superior lease or the beneficiary sale through foreclosure of a superior deed of trust or superior mortgage mortgage, or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"other. Notwithstanding the foregoingabove, Tenant shall be obligated to subordinate its leasehold interest to any mortgage, deed of trust, ground lease or declaration of covenants now or subsequently placed upon Tenant's requestthe Building only if the holder of such mortgage or deed of trust or the landlord under such ground lease or the declarant under such declaration of covenants will grant to Tenant a nondisturbance agreement, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in using the form of document then being used employed by such superior party holder, landlord or declarant for such purposes, providing which will provide that Tenant, notwithstanding a any default by of Landlord, shall be entitled have the right to remain in possession of the Leased Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of under this Lease. FurtherAdditionally, at such time or times as Landlord may request, upon not less than five days' prior written request by Landlord, Tenant shall attorn sign and deliver to Landlord a certificate stating whether this Lease is in full force and effect; whether any amendments or modifications exist; whether there are any Events of Default; and such superior party.
(b) Tenant shall take no steps other information and agreements as may be reasonably requested. Any such statement delivered pursuant to terminate this LeaseSection may be relied upon by Landlord and by any prospective purchaser of all or any portion of Landlord's interest, without giving written notice to such superior party, and or a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation holder or renewal prospective holder of any financing for which mortgage or deed of trust encumbering the Building or the Building Complex or Building. Tenant's failure to deliver such statement within such time shall constitute an Event of which the interest Default and shall conclusively be deemed to be an admission by Tenant of the lessee therein under a superior lease represents collateral matters set forth in whole or in part, a lender shall the request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasefor an estoppel certificate.
Appears in 1 contract
Samples: Office Lease (Digital Island Inc)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term In consideration of the real property and/or the Building or the Building Complex now or hereafter existing execution of this Lease by Landlord, Tenant accepts this Lease subject to any deeds of conveyance and to all any deeds of trust, master leases, security interests or mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, extensions, spreads, consolidations and replacements of the foregoing which might now or hereafter constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises and extension to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of such leases, deeds the property. Although no instrument or act on the part of trust and mortgages. The provisions of this Paragraph Tenant shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of necessary to effectuate such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated shall, nevertheless, for the purpose of confirmation, at any time hereafter, on demand in the forms(s) NOT UNREASONABLY prescribed by Landlord), within ten (10) days after request from Landlord an instrumentexecute any instruments, in recordable form if requiredestoppel certificates, releases or other documents that Landlord, the lessor may be requested or required by any purchaser or any holder of any superior interest for the purposes of subjecting and subordinating this Lease to such lease deed of conveyance or to the holder lien of any such deed of trust trust, master lease, security interest, mortgage, or superior interest. Tenant hereby appoints Landlord attorney-in-fact, irrevocably, to execute and deliver any such instrument or document for Tenant should Tenant fail or refuse to do so WITHIN TEN (10) DAYS AFTER LANDLORD'S WRITTEN REQUEST TO TENANT THAT TENANT SO EXECUTE AND DELIVER SUCH DOCUMENT OR INSTRUMENT. AS REGARD THE CONTENTS OF THE IMMEDIATELY PRECEDING SENTENCE, IT SHALL NOT BE DEEMED A FAILURE OR REFUSAL BY TENANT UNDER SAID IMMEDIATELY PRECEDING SENTENCE TO SIGN AN INSTRUMENT OR DOCUMENT IF TENANT MODIFIES (BASED UPON THEN EXISTING FACTS AND IN A COMMERCIALLY REASONABLE MANNER, TENANT TO HAVE A STRICT OBLIGATION OF GOOD FAITH IN THIS REGARD) THE FORM OF SAID INSTRUMENT OR DOCUMENT AND THEN DULY, FULLY AND TIMELY SUBMITS SAME. In the event of the enforcement by any of the holders (individually and collectively, hereinafter "the Holders") of any deed of trust, master lease, security interest, mortgage or any of their respective successors in superior interest or assigns may request evidencing such subordination. Failure by Tenant (the documents entitling the Holders to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject same being hereinafter individually and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as "the Superior Instruments") of any of the Holders' rights and remedies provided for, or allowed, in, or as a "superior party". Notwithstanding result of, the foregoingSuperior Instruments, or at law or in equity, Tenant shall, upon Tenant's requestthe written request of any person, party or entity succeeding to the right, title or interest of Landlord agrees as a result of such enforcement, automatically become the lessee of such successor in interest, without charge to use good faith efforts to obtain a non-disturbance agreement the Holders or such successor in interest and without change in the form then being used by such superior party for such purposesterms, providing that Tenantprovisions, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms conditions or contents of this Lease for so long as (or any hereafter executed documents between Landlord and Tenant affecting this Lease); provided, however, that such successor in interest shall not be bound by (i) any payment of Rent or Additional Rent for more than one (1) month in default advance, except prepayments in the nature of any term, condition or covenant security for the performance by Tenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect (ii) any rights amendment or modification of Tenant this Lease made without the prior written consent of the Holders or decrease such successor in interest, such consent to be granted or denied as the obligations Holders and/or such successor elects at its/their sole and unrestricted discretion. Without in any way whatsoever affecting the effect of Landlord under the immediately preceding sentence, upon the written request to Tenant/lessee by such successor in interest and in the form(s) prescribed by such successor in interest, Tenant/lessee shall execute and deliver to such successor in interest [or its designate(s)] an instrument or instruments confirming such attornment, Tenant/lessee's failure or refusal to do so to be, at the election (but not otherwise) of the Holders and/or such successor in interest, an automatic default of this Lease.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, Sublease and all rights of Tenant hereunderTowerCo therein, are and all interest or estate of TowerCo in the Subleased Property of each Site, or any portion thereof, shall be subject subordinate to any and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementsMortgages, which at any time during the Term, may now be placed upon the Subleased Property, or hereafter affect the Building or the Building Complex any portion thereof, by any BellSouth Entity or any of such leasesits Affiliates, whether and to any replacements, renewals, amendments, modifications, extensions or not such deeds of trust or mortgages shall also cover other lands or buildingsrefinancing thereof, and to each and every advance made under any Mortgage; provided, however, that the subordination and attornment contained herein shall not be effective unless the existing or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph any future Mortgagee thereunder shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord an NDA in favor of TowerCo, providing that: (or i) such other party so designated by Landlord)Mortgagee will at all times fully recognize TowerCo's rights under this Sublease, within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, and in the event of a foreclosure under any such Mortgage, so long as no event of default shall have occurred and be subsisting hereunder, and so long as TowerCo shall attorn to the purchaser upon such foreclosure, and so long as TowerCo continues to pay the Rent with respect to all Sites covered by this Sublease and to fully and completely keep, observe, satisfy, perform and comply with all agreements, terms, covenants, conditions, requirements, provisions and restrictions of this Sublease, such Mortgagee shall not disturb TowerCo's possession of the Subleased Property; and (ii) that Tenant does not execute upon Mortgagee acquiring title to the Subleased Property, TowerCo shall attorn directly to such documents Mortgagee. TowerCo shall agree to such other terms and conditions in the NDA as may be reasonably required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for Mortgagee, provided that such purposesterms and conditions do not affect TowerCo's rights, providing that Tenantnor increase or alter any of TowerCo's obligations, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of under this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partySublease.
(b) Tenant shall take no steps Subject to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to curethe provision of SECTION 22(A), any default on the part of Landlord under TowerCo shall execute in a timely manner instruments that may be required to evidence this Lease.
(c) Ifsubordination clause, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest respect of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications Subleased Property of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseeach Site.
Appears in 1 contract
Subordination and Attornment. (aA) This LeaseLease is, and all rights of Tenant hereundershall be, are and shall be subject and subordinate in to all respects ground or underlying leases and to all present and future ground leases, overriding leases and underlying leases mortgages and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, trust which may now or hereafter affect the Building such leases or the Building Complex or any real property of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgageswhich the demised premises form a part, and to all renewals, modifications, consolidations, replacements and extension of such leases, deeds of trust and mortgagesextensions thereof. The provisions of this Paragraph This clause shall be self-operative and no further instrument of subordination shall need be requiredrequired by any ground instrument of subordination need be required by any ground lessor, mortgagee or trustee. However, in confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord's request, any certificate that Landlord an instrumentmay request. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such certificate or certificates for and on behalf of Tenant. Provided, in recordable form if required, however that Landlordnotwithstanding the foregoing, the lessor of any such lease or the holder of party secured by any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant shall have the right to comply with the requirements of recognize this Paragraph shall be a default hereunder. Notwithstanding the foregoingLease and, in the event that Tenant does not execute of any foreclosure sale under such documents as may be required to confirm the subordination set forth in this Paragraphdeed of trust, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, shall continue in full force and effect at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and option of the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior party secured by such deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"the purchaser at any such foreclosure sale. Notwithstanding Tenant covenants and agrees that it will, at the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession written request of the Premises in accordance with party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the terms subordination of this Lease for so long as Tenant shall not be in default said deed of any term, condition or covenant trust to the lien of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on agrees that neither the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal cancellation nor termination of any financing for ground or underlying lease to which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of either this Lease as a condition is now or may hereafter be subject or subordinate shall, by operation of such financinglaw or otherwise, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.result
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Mason George Bankshares Inc)
Subordination and Attornment. (a) This LeaseUnless a Mortgagee (as hereinafter defined) shall otherwise elect, and all Txxxxx’s rights of Tenant hereunder, under this Lease are and shall be remain subject and subordinate in all respects to all present the operation and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor effect of any such lease or the holder of any such mortgage, deed of trust or mortgage other security instrument constituting a lien upon the Property or any of their respective successors in upon the leasehold interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute Premises or Landlord’s interest therein. Any such documents as may be required to confirm the subordination set forth in this Paragraphmortgage, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively other security instrument being referred to herein as a "superior party"“Mortgage”, and the party or parties having the benefit of the same, whether as mortgagee, trustee, or noteholder being referred to herein as a “Mortgagee”. Notwithstanding the foregoingUpon request from Landlord and/or Landlord’s Mortgagee, upon Tenant's requestTenant shall execute a reasonable written subordination, Landlord agrees to use good faith efforts to obtain a non-disturbance and attornment agreement between such Mortgagee, its successors and assigns, and Tenant, in the standard form then being used offered by such superior party for such purposesthe Mortgagee, providing for Tenant’s continued occupancy of the Premises under the terms and conditions of this Lease and for the remainder of the Term, and further providing that Tenantso long as Tenant is not in default of this Lease beyond any applicable notice and cure period, notwithstanding a default by Landlord, shall be entitled Txxxxx’s right to remain in possession of the Premises shall not be disturbed by any current or future Mortgagee.
(b) Any subordination, non-disturbance and attomment agreement delivered to Tenant shall include provisions that if any person shall succeed to all or part of Landlord’s interest in accordance with the terms Property, whether by purchase, foreclosure, deed in lieu of this Lease foreclosure, power of sale, termination of lease or otherwise, and if so requested or required by such successor in interest, Tenant shall attom to such successor in interest, provided that Tenant shall not be disturbed in its continued occupancy of the Premises for the remainder of the Term, for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest performs all of the lessee therein under a superior lease represents collateral covenants and agreements stipulated to be performed by Tenant in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect within any rights of Tenant or decrease the obligations of Landlord under this Leaseapplicable notice and cure period.
Appears in 1 contract
Samples: Lease Agreement (Northann Corp.)
Subordination and Attornment. Tenant agrees:
(a) This Leasethat, except as hereinafter provided, this Lease is, and all of Tenant's rights of Tenant hereunder, hereunder are and shall be always be, subject and subordinate to any first mortgage ("First Mortgage"); and
(b) That if the holder of any such First Mortgage ("Mortgagee") or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in all respects any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such mortgagee or purchaser, as the case may be as Landlord under this Lease for the balance then remaining of the term of this Lease, subject to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions terms of this Paragraph Lease; and
(c) That the aforesaid provisions shall be self-operative and no further instrument of subordination or document shall be requirednecessary unless required by any such First Mortgagee or purchaser. HoweverNotwithstanding anything to the contrary set forth above, any First Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant's consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery and/or recording and in that event such First Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though this Lease had been assigned to such First Mortgagee. Should Landlord or any First Mortgagee or purchaser desire confirmation of either such subordinationsubordination or such attornment, as the case may be, Tenant shall promptly upon written request, and from time to time, will execute and deliver without charge and in form satisfactory to Landlord, the First Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form.
(d) Landlord agrees that is shall procure from the mortgagee who has agreed to provide a commitment for a five-year permanent mortgage on the Property the mortgagee's consent to a non-disturbance agreement, in form reasonably satisfactory to Tenant, which approval shall not be unreasonably withheld. If Landlord is unable to produce said agreement from such mortgagee prior to the closing of the construction mortgage, then Tenant shall have the right to terminate this Agreement within five (or such other party so designated by Landlord), within ten (105) days after request receipt of such advice from Landlord. Landlord an instrument, in recordable form if required, further agrees that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph it shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith reasonable efforts to obtain a non-disturbance similar agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of from any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partysuccessor first mortgagee.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, Lease and Lessee's interest ---------------------------- hereunder shall at all rights of Tenant hereunder, are and shall times be subject and subordinate in all respects to all present the lien and future ground leases, overriding leases and underlying leases and/or grants of term security title of the real property and/or the Building or the Building Complex now or hereafter existing Senior Loan Documents and to all deeds of trust, mortgages any advances made thereunder and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements consolidations, replacements, substitutions and extension extensions thereof. Lessee and Owner acknowledge and agree that Lessee's payments of such leases, deeds the Senior Loan Debt Service component of trust the Base Rental and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver Lessee's payment to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor Senior Lender of any such lease other amounts due under the Senior Loan Documents shall not be deemed to: (i) cause Senior Lender to succeed to or to assume any obligations or responsibilities as landlord or Owner under the holder Lease, all of which shall continue to be performed and discharged solely by Owner unless and until Senior Lender has agreed to any attornment by Lessee under this Lease (which Senior Lender has no obligation to do); (ii) relieve Owner of any such deed of trust obligations under the Lease; or mortgage or (iii) cure any default by Owner under any of their respective successors in interest or assigns may request evidencing such subordinationthe Senior Loan Documents. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, Lessee shall be entitled to remain full credit under the Lease for any Base Rental or Additional Rental paid to Senior Lender pursuant to the terms hereof to the same extent as if such Base Rental were paid directly to Owner.
(i) Lessee shall have first given written notice of Owner's act or failure to act to Senior Lender, specifying the act or failure to act on the part of Owner which would give rise to Lessee's rights; and
(ii) Senior Lender, after receipt of such notice, shall have failed or refused to correct or cure the conditions complained of within a reasonable time thereafter (in no event more than ninety (90) days), provided that such cure period shall include a reasonable time for Senior Lender to obtain possession of the Premises Leased Property if possession is reasonably necessary for Senior Lender to correct or cure the condition or to foreclose the Deed of Trust, if Senior Lender notifies the Lessee of its intention to take possession of the Leased Property or to complete the foreclosure of such Deed or Trust and unconditionally commits to correct or cure such conditions. If Senior Lender is prohibited by any process or injunction issued by any court or by reason of any action by any court having jurisdiction or any bankruptcy, debt or rehabilitation or insolvency proceedings involving Owner or Lessee from commencing or prosecuting foreclosure or other appropriate proceedings in accordance with the terms nature thereof, the Lease, at the option of this Lease for so long as Tenant the Senior Lender, shall not continue to be in default full force and effect and the times for commencing or prosecuting such foreclosure or other proceedings shall be extended for the period of such prohibition. Lessee shall deliver to Senior Lender a duplicate copy of any term, condition and all notices regarding any default which Lessee may from time to time give or covenant serve upon Owner pursuant to the provisions of this Lease. FurtherCopies of such notices given by Lessee to Owner shall be delivered to Senior Lender simultaneously with delivery to Owner. No such notice by Lessee to Owner hereunder shall be deemed to have been given unless a copy thereof has been given to Senior Lender pursuant to the terms hereof. If Senior Lender or any other party ("Successor Landlord") becomes owner of ------------------ the Leased Property as the result of a foreclosure or any other exercise by Senior Lender of its right and remedies under the Senior Loan Documents or by a deed in lieu thereof, Tenant then, at Successor Landlord's election, Lessee shall recognize and attorn to such superior party.
Successor Landlord as Lessee's direct landlord and Successor Landlord shall not be (bi) Tenant shall take no steps liable for any act or omission of Owner, (ii) subject to terminate this Leaseany offset right or termination right that Lessee may have relating to any event or occurrence before the date of attornment, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), including any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal claim for damages of any financing for which kind whatsoever as the Building result of any breach by Owner that occurred before (but not after) the date of attornment; (iii) bound by any representation or the Building Complex or warranty of which the interest of the lessee therein under a superior lease represents collateral in whole or in partOwner, a lender shall request reasonable modifications by any previous modification of this Lease as a condition not consented to in writing by Senior Lender or by any payment of Lessee of more than one month's rent or any security deposit not actually received by Successor Landlord. If KCCI and/or SELCO have foreclosed on the Supplemental Collateral and the proceeds of such financingforeclosure has been applied to the reduction or payment in full of the B Investor Loan and/or SELCO Contribution, Tenant will not unreasonably withhold its consent thereto provided that then the Base Rental shall be adjusted to reflect such modifications do not increase the obligations of Tenant under this Lease reduction or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasepayment in full.
Appears in 1 contract
Subordination and Attornment. Tenant agrees: (a) This Leasethat, except as hereinafter provided, this Lease is, and all of Tenant's rights of Tenant hereunder, hereunder are and shall be always be, subject and subordinate to any mortgage, leases of Landlord's property (in all respects sale-leaseback) pursuant to all present and future ground leases, overriding leases and underlying leases and/or grants which Landlord has or shall retain the right of term possession of the real property and/or Demised Premises or security instruments (collectively called "Mortgage") that now exist, or may hereinafter be placed upon the Building Demised Premises or the Building Complex now Shopping Center or hereafter existing any part thereof and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgagesthereunder and to the interest thereon, and to all renewals, replacements, modifications, replacements consolidations, or extensions thereof; and extension (b) that if the holder of any such leasesMortgage ("Mortgagee") or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, deeds Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of trust and mortgages. The provisions the term of this Paragraph Lease, subject to all terms of this Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument of subordination or document shall be requirednecessary unless required by any such Mortgagee or purchaser. HoweverNotwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant's consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such Mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage and as though this Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordinationsubordination or such attornment, as the case may be, Tenant shall promptly upon written request, and from time to time, will execute and deliver without charge and in form satisfactory to Landlord, the Mortgagee or the purchaser all instruments and/or documents that may be requested to acknowledge such subordination and/or agreement to attorn, in recordable form. With respect to the current mortgagee, Landlord shall use reasonable efforts to procure within sixty (or such other party so designated by Landlord), within ten (1060) days after request from Landlord an instrumentthe Commencement Date, in recordable form if requireda subordination, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposesand attornment agreement, providing in substance that Tenant, notwithstanding a default by Landlord, Tenant shall subordinate this Lease to the mortgage and that as long as Tenant shall faithfully discharge the obligations on its part to be entitled to remain in possession of the Premises in accordance with kept and performed under the terms of this Lease for so long as Tenant shall and is not in default under the terms hereof, its tenancy will not be disturbed nor this Lease affected by any default under the mortgage. Provided Tenant is not in default under the terms and conditions of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this the Lease, without giving written notice with respect to such superior partyfuture mortgagees who require a subordination agreement from Tenant, and a Landlord shall use reasonable opportunity efforts to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided ensure that such modifications do not increase subordination agreement also contains a non-disturbance and attornment agreement for the obligations benefit of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this LeaseTenant.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all rights of 20.1 Tenant hereunder, are and shall be accepts this Lease subject and subordinate in all respects to all present and future ground leasesany mortgage, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage other lien presently existing or hereafter created upon the property and to any renewals and extensions thereof. Landlord is irrevocably vested with full power and authority to subordinate this Lease to any mortgage, deed of their respective successors in interest trust or assigns other lien hereafter placed upon the property and Tenant agrees upon demand to execute such further instrument subordinating this Lease as Landlord may request evidencing request, and if Tenant shall fail at any time to execute, seal and deliver any such subordination. Failure by Tenant instrument to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoingLandlord, in addition to any other remedies available to it in consequence thereof, Landlord may execute, seal and deliver the event that same as the attorney in fact of Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's name, place and stead, and Tenant irrevocably makes, constitutes and appoints Landlord, its successors and assigns, as such attorney in fact for that purpose.
20.2 At the purposes option of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at any transferee of the time referred to, subject and subordinate Landlord's interest in the property pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust a foreclosure or mortgages to which this Lease issimilar proceeding under any mortgage, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage other lien upon the property, whether now existing or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Furtherhereafter created, Tenant shall attorn to and be bound to any such superior party.
(b) Tenant shall take no steps to terminate transferee under the [GRAPHIC OMITTED]terms, covenants and conditions of this Lease for the balance of the term hereof remaining and any extensions or renewals hereof which may be affected in accordance with any option therefore in this Lease, without giving written notice with the same force and effect as if the transferee was the Landlord, and Tenant does hereby agree to attorn to such superior partytransferee, at the transferee's option, the attornment to be effective and a reasonable opportunity to cure (self operative without such superior party being obligated to cure), the execution of any default further instruments on the part of Landlord under this Lease.
(c) IfTenant, in connection with immediately upon the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which transferee succeeding to the interest of the lessee therein Landlord, provided said transferee provides written notice to the Tenant of its election to accept such attornment within sixty (60) days of the subject transfer. In the event any such transferee does elect to accept such attornment, the Tenant hereby agrees that said transferee shall not be (a) liable for any act or admission of Landlord under a superior lease represents collateral the Lease prior to the subject transfer or (b) subject to any offsets or defenses which Tenant might have against Landlord arising from events or circumstances existing prior to the subject transfer, or (c) bound by any rent or additional rent which Tenant might have paid in whole advance for more than the month of the subject transfer, or in part, a lender shall request reasonable modifications (d) bound by any amendment or modification of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase made without the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseforeclosing party's prior written consent.
Appears in 1 contract
Samples: Office Lease (Manor Care Inc/New)
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are and shall be Lease is subject and subordinate in to the liens of all respects to all present mortgages, deeds of trust and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or other security instruments now or hereafter placed upon the Building or the Building Complex now Project or hereafter existing any portion thereof and to all ground and other underlying leases from which Landlord’s interest is derived (said mortgages, deeds of trust, mortgages other security instruments, and building loan agreementsground leases being hereinafter referred to as “Mortgages” and the mortgagees, including leasehold mortgages beneficiaries, secured parties, and building loan agreementsground lessors thereunder from time to time being hereinafter called “Mortgagees”), which may now and to any and all renewals, extensions, modifications, or hereafter affect refinancings thereof, without any further act of the Tenant except as expressly provided herein; provided, however, a condition precedent to the subordination of this Lease to any particular future Mortgage first encumbering the Building or the Building Complex or any Project following the date of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, this Lease and to all any renewals, extensions, modifications, consolidations and replacements thereof, is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and extension of attornment agreement (“SNDA”) from the lessor or lender under such leasesMortgage. If requested by Landlord, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordinationhowever, Tenant shall promptly execute and deliver to Landlord (any certificate or other document confirming such other party so designated by Landlord)subordination. Tenant agrees that, within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, any proceedings are brought for the lessor foreclosure of any such lease or of the Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale and provided that Tenant has been previously provided with an SNDA executed by the holder of the Mortgage, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever (except as provided in such deed SNDA). Tenant waives the provisions of trust any law or mortgage regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, hereunder in the event that any such foreclosure or termination or other proceeding is prosecuted or completed. Landlord shall use commercially reasonable efforts to provide Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest SNDA from the current holder of any Mortgages upon request by Tenant, provided that (i) Tenant shall pay all costs incurred by Landlord in obtaining such SNDA, including but not limited to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence any fees or charges from Landlord’s lender or such subordination. The leases to which lender’s counsel; and (ii) neither this Lease is, at nor the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and obligations of either party hereunder shall be conditional upon the deeds obtaining of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party"such SNDA. Notwithstanding anything contained herein to the foregoingcontrary, upon Tenant's request, Landlord agrees any Mortgagee may at any time subordinate the lien of its Mortgages to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms operation and effect of this Lease for so long as without obtaining the Tenant’s consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn deemed to be senior to such superior party.
(b) Tenant Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall take no steps have the same rights as to terminate this Lease, without giving written notice to Lease as it would have had were this Lease executed and delivered before the execution of such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) Mortgages. If, in connection with the procurement, continuation or renewal of any obtaining financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in partBuilding, a lender Mortgagee shall request reasonable modifications of in this Lease as a condition of to such financing, Tenant will not unreasonably withhold withhold, delay or defer its consent thereto thereto, provided that such modifications do not materially adversely increase the obligations of Tenant under this Lease hereunder, or materially adversely affect any rights the leasehold interest hereby created or Tenant’s use and enjoyment of Tenant the Premises, or decrease increase the obligations amount of Landlord under this LeaseAnnual Basic Rent and Additional Rent payable hereunder.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, and all rights of Tenant hereunder, are Lease is and shall be subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing (a) any Underlying Lease and to all deeds of trustany amendment, mortgages modification, renewal or extension thereof and building loan agreements, including leasehold mortgages (b) any Fee Mortgage and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, thereunder and to all renewals, modifications, amendments, consolidations, replacements and or extension of such leases, deeds of trust and mortgagesthereof. The provisions of this Paragraph This clause shall be self-self operative and no further instrument of subordination shall be required; provided, however that Landlord shall use its best efforts to obtain from any Overlandlord and Fee Mortgagee a nondisturbance and attornment agreement in form reasonably satisfactory to Tenant and such Overlandlord or Fee Mortgagee, as applicable. HoweverIn no event shall the acquisition of title to the Building by a purchaser which, simultaneously therewith, leases the entire building back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such seller-lessee, and its successors from time to time to time in confirmation title, for performance of Landlord's obligations hereunder. For all purposes, such subordinationseller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor. Tenant agrees that, upon the request of Landlord, or any such Fee Mortgagee or Overlandlord, Tenant shall promptly execute and deliver whatever instruments may be reasonably required for such purposes and to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, carry out the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements intent of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partyArticle.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Subordination and Attornment. (a) This Lease, Lease is and at all rights of Tenant hereunder, are and times shall be subject and subordinate in all respects to all present and future any ground or underlying leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building mortgages, trust deeds or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreementslike encumbrances, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgagesPremises, and to all renewals, modifications, consolidations, replacements and extension extensions of any such lease, mortgage, trust deed or like encumbrance. As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or underlying leases or the lien of any future mortgages, deeds of trust, or like encumbrances, Landlord shall request that any existing or future mortgagees or ground lessors provide to Tenant a commercially reasonable non-disturbance and attornment agreement in favor of Tenant (substantially in the form of Exhibit E attached hereto) executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant’s quiet possession of the Premises shall not be disturbed on account of such leasessubordination to such future lease or lien so long as Tenant is not in default under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or underlying leases or the lien of any or all mortgages, deeds of trust and mortgagesor like encumbrances to the Lease. The provisions In the event that any ground or underlying lease terminates for any reason or any mortgage, deed of this Paragraph shall be selftrust or like encumbrance is foreclosed or a conveyance in lieu of foreclosure is made for any reason, then at the election of Landlord’s successor-operative and no further instrument of subordination shall be required. However, in confirmation of such subordinationin-interest, Tenant shall promptly attorn to and become the tenant of such successor. Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver to Landlord (or such other party so designated in the form reasonably required by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that receipt of written demand by Landlord, any additional documents evidencing the lessor priority or subordination of this Lease with respect to any such ground or underlying lease or the holder lien of any such mortgage, deed of trust trust, or mortgage or like encumbrance. Should Tenant fail to sign and return any of their respective successors in interest or assigns may request evidencing such subordination. Failure by documents within said 10-day period, Tenant to comply with the requirements of this Paragraph shall be a in default hereunder. Notwithstanding hereunder without the foregoingbenefit of any additional notice or cure periods, in the event that Tenant does not execute such documents except as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partystatute.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease (Equinix Inc)
Subordination and Attornment. (a) This Lease, If required by any mortgagee or the holder of any trust deed or indenture. this Lease and all rights of the Tenant hereunder, are and hereunder shall be subject and subordinate in all respects to all present and future ground leasesmortgages, overriding leases and underlying leases and/or grants of term of the real property and/or the Building trust deeds or the Building Complex indentures now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, and to all renewals, modifications, consolidations, replacements and extension extensions thereof; provided that whenever required by any mortgagee, including any trustee under a trust deed or indenture, the Tenant shall attorn to such mortgagee as the tenant upon the terms of such leases, deeds of trust and mortgagesthis Lease. The Tenant agrees to execute and deliver promptly, whenever requested by the Landlord or by such mortgagee. an instrument of subordination or atonement, as the case may be, as may be required of the Tenant. If the Tenant fails to do so within seven (7) days after receiving the instrument, the Tenant hereby irrevocably authorizes the Landlord to complete, execute and deliver the instrument for and on behalf of and in the name of and as agent of the Tenant. From time to time following the execution and delivery of this Lease, the Landlord will, following written notice from the Tenant:
(a) in respect to any mortgage from a non-institutional lender on other than commercial term, obtain a Non-Disturbance Agreement; and
(b) In respect to any other mortgage including without limitation those from instrumental lenders on commercial terms, use its reasonable efforts to have such mortgagee enter into a Non-Disturbance Agreement, with the Tenant whereby the mortgagee acknowledges and agrees to honour the terms of this Lease provided the Tenant i~ not then in default of the provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of such subordination, Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunderLease. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on obtain or use its reasonable endeavours to obtain such Non-Disturbance Agreement if the part of Landlord same would materially affect the Landlord’s financial commitments under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request its financing. Any reasonable modifications of this Lease as a condition expenses of such financing, mortgagee and the Landlord in obtaining such Non-Disturbance Agreement in each case shall be paid by the Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leaseupon demand.
Appears in 1 contract
Samples: Lease Agreement
Subordination and Attornment. (a) 35.1 This Lease, and all rights of Tenant hereunder, are and lease shall be subject to and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants the lien of term any mortgage or deed of the real property and/or the Building or the Building Complex trust now or hereafter existing in force against the Project and Building of which the Premises are a part, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds upon the security thereof without the necessity of trust or mortgages, the execution and delivery of any further instruments on the part of Tenant to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of effectuate such subordination, provided that, with regard to any future lien or deed of trust, the lienholder, beneficiary, or mortgagee has previously or concurrently therewith executed and delivered to Tenant a non-disturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may request and as the Tenant may approve, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall promptly execute remain in force and deliver Tenant’s right to possession shall be upheld. Furthermore, Landlord (or such other party so designated by Landlord)shall provide to Tenant, within ten forty-five (1045) days after request execution of this Lease by both parties, such a non-disturbance agreement from Landlord an instrument, in recordable form if required, that Landlord, the lessor beneficiary of any such lease or mortgage presently encumbering the holder of any such deed of trust or mortgage or any of their respective successors Project in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with substantially the requirements of this Paragraph shall be a default hereunder. form attached hereto as Exhibit “F”.
35.2 Notwithstanding the foregoing, in Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the event that Tenant does not execute lien of any such documents mortgage or deed of trust as may be required by Landlord and in a form reasonably satisfactory to confirm Tenant, provided that the subordination set forth in this Paragraphlienholder, beneficiary, or mortgagee concurrently executes and delivers to Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the recordable form then being used by that is reasonably satisfactory to Tenant. However, if any such superior party for such purposes, providing that Tenant, notwithstanding mortgagee or beneficiary so elects at any time prior to or following a default by LandlordTenant, this Lease shall be entitled deemed prior in lien to remain any such mortgage or deed of trust regardless of date and Tenant will execute a statement in possession writing to such effect at Landlord’s request in a form reasonably satisfactory to Tenant.
35.3 In the event any proceedings are brought for foreclosure, or in the event of the Premises exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior partythe non-disturbance Agreement.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Salmedix Inc)
Subordination and Attornment. (a) This Lease, Lease is subject: and subordinate to ---------------------------- any and all rights of Tenant hereunderdeeds to secure debt, are and shall be subject and subordinate in all respects to all present and future ground leasesmortgages, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made security instruments ("Security Instruments") now or hereafter to be made under such deeds placed on the property of trust or mortgageswhich the Premises are a part, and to all renewals, modifications, replacements and extension of such leases, deeds of trust and mortgages. The provisions of this Paragraph clause shall be self-operative and no without any further instrument necessary to effect such subordination; provided. however, in each case the holder of subordination any Security Instrument shall agree that this Lease shall not be divested by foreclosure or other default proceedings thereunder so long as no Event of Default by Lessee shall then be existing under the terms of this Lease and that such holder or acquirer shall be requiredbound hereby and responsible to perform all obligations of Lessor under this Lease. However, in confirmation of such subordinationif requested by Lessor, Tenant Lessee shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of Lessor any such lease certificate or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns certificates reasonably acceptable to Lessee as Lessor may reasonably request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement in the form then being used by such superior party for such purposes, providing that Tenant, notwithstanding a default by Landlord, shall be entitled to remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications assignment of this Lease as a condition additional security for such mortgages or deeds of trust, so long as such financingcertificate also evidences the within nondisturbance agreement. Provided such holder or acquirer shall so agree as provided in the first sentence of this Xxxxxxxxx 00, Tenant will not unreasonably withhold Xxxxxx shall continue its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease in full force and effect notwithstanding any such default proceedings under a Security Instrument and shall attorn to the mortgagee, trustee or adversely affect beneficiary of such Security Instrument, and their successors or assigns, and to the transferee under any rights of Tenant foreclosure or decrease the obligations of Landlord default proceedings. Lessee will, upon request by Lessor, execute and deliver to Lessor or to any other person designated by Lessor, any instrument or instruments in form and content reasonably acceptable to Lessee evidencing its agreement to so attorn and perform under this Lease., so long as such instrument also evidences the within non-disturbance agreement
Appears in 1 contract
Subordination and Attornment. Subject to and expressly conditioned upon the execution and delivery by any mortgagee and/or beneficiary of any mortgage or deed of trust covering the Leased Premises (ahereinafter referred to as “Mortgagee”) This Leaseto Lessee of a non-disturbance and attornment agreement in the form described below, and all rights of Tenant hereunder, are and shall be Lessee accepts this Lease subject and subordinate in all respects to all present and future ground leases, overriding leases and underlying leases and/or grants any such mortgage or deed of term of the real property and/or the Building or the Building Complex now or hereafter existing and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, trust which may now or hereafter affect the Building or the Building Complex encumber all or any portion of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance made or hereafter to be made under such deeds of trust or mortgages, the Leased Premises and to all renewals, modifications, consolidations, replacements and extension of extensions thereof. In the event that any such leases, deeds of trust Mortgagee fails or refuses to deliver such non-disturbance and mortgages. The provisions of attornment agreement to Lessee then this Paragraph Lease shall be self-operative and no further instrument of subordination shall be required. However, in confirmation of remain prior and superior to such subordination, Tenant shall promptly execute and deliver to Landlord (mortgage or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing until such subordination. Failure by Tenant time as such Mortgagee executes and delivers to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents as may be required to confirm the subordination set forth in this Paragraph, Tenant hereby grants to Landlord a power of attorney coupled with an interest to act as Tenant's attorney in fact for the purposes of executing whatever documents are necessary to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred to as a "superior party". Notwithstanding the foregoing, upon Tenant's request, Landlord agrees to use good faith efforts to obtain Lessee a non-disturbance and attornment agreement in the form then being used provided for herein. Subject to and strictly conditioned upon the execution and delivery to Lessee of such non-disturbance and attornment agreement as aforesaid, Lessee agrees, at Lessor’s request, to execute and return to Lessor an appropriate certificate or instrument evidencing and confirming such subordination within five (5) business days after receipt of same from Lessor. The above described nondisturbance and attornment agreement shall be in form and content reasonably acceptable to Mortgagee and Lessee and shall provide that in the event of the enforcement by the trustee or the beneficiary under any such mortgage or deed of trust of the remedies provided for by law or by such superior mortgage or deed of trust, Lessee will attorn to and become the tenant of any person or party for succeeding to the interest of Lessor as a result of such purposes, providing enforcement without change in the terms or provisions of this Lease and shall additionally provide that Tenant, notwithstanding a default by Landlord, such successor in interest shall be entitled to remain in not under any circumstances disturb Lessee’s possession of the Leased Premises in accordance with the terms of under this Lease for so long as Tenant shall not be Lessee performs its obligations hereunder. Such non-disturbance and attornment agreement may further provide that in default the event of any term, condition default” by Lessor in the performance of its covenants or covenant of this Lease. Further, Tenant shall attorn to such superior party.
(b) Tenant shall take no steps obligations hereunder which would give Lessee the right to terminate this Lease, without giving Lessee shall not exercise such right unless and until (i) Lessee gives written notice of such default to such superior partythe Mortgagee (provided that Mortgagee has notified Lessee in writing of the address to which notices are to be sent), and a reasonable opportunity (ii) Mortgagee fails to cure or cause to be cured such default within thirty (without 30) days from the giving of such superior party being obligated notice by Lessee, provided that if such default cannot be cured within thirty (30) days, then Lessee shall not exercise the right to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of terminate this Lease as a condition unless the Mortgagee fails to commence the cure within such thirty (30) day period or thereafter fails to proceed with due diligence to cure such default, provided that in no event shall the period to cure such default be extended for more than one (1) year after the date of notice to the Mortgagee of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Leasedefault.
Appears in 1 contract
Samples: Lease Agreement (Goodman Global Inc)
Subordination and Attornment. (a) This Lease, and all The rights of the Tenant hereunder, are and under this lease shall be and are subject and subordinate in at all respects times to all present and future ground leases and/or underlying leases, overriding leases and underlying leases and/or grants of term of the real property and/or the Building or the Building Complex if any, now or hereafter existing in force against the Property, and to the lien of any mortgage or mortgages now or hereafter in force against such leases and/or the Property, and to all deeds of trust, mortgages and building loan agreements, including leasehold mortgages and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any of such leases, whether or not such deeds of trust or mortgages shall also cover other lands or buildings, to each and every advance advances made or hereafter to be made under such deeds of trust or mortgagesupon the security thereof, and to all renewals, modifications, consolidations, replacements and extension of such leases, deeds of trust and mortgagesextensions thereof. The provisions of this Paragraph shall be This Section is self-operative and no further instrument of subordination shall be required. However, in In confirmation of such subordination, subordination Tenant shall promptly execute and deliver to Landlord (or such other party so designated by Landlord), within ten (10) days after request from Landlord an instrument, in recordable form if required, that Landlord, the lessor of any such lease or the holder of any such deed of trust or mortgage or any of their respective successors in interest or assigns may request evidencing such subordination. Failure by Tenant to comply with the requirements of this Paragraph shall be a default hereunder. Notwithstanding the foregoing, in the event that Tenant does not execute such documents further instruments as may be required to confirm requested by the subordination set forth in this Paragraph, Landlord. The Tenant hereby grants to irrevocably appoints the Landlord a power of attorney coupled with an interest to act as Tenant's attorney in attorney-in-fact for the purposes Tenant with full power and authority to execute and deliver in the name of executing whatever documents are necessary the Tenant any such instrument or instruments. Upon request of any person succeeding to evidence such subordination. The leases to which this Lease is, at the time referred to, subject and subordinate interest of Landlord as a result of the enforcement of any remedy provided for by law or pursuant to this Paragraph are hereinafter sometimes called "superior leases" and the deeds terms of trust or mortgages to which this Lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior deeds of trust" or "superior mortgages". The lessor of a superior lease or the beneficiary of a superior deed of trust or superior any mortgage or their successors in interest or assigns are hereinafter sometimes collectively referred assignment of rents and leases given by Landlord as security to as a "superior party". Notwithstanding Landlord's mortgagee, Tenant shall automatically become the foregoingTenant of such successor-in-interest, upon Tenant's request, Landlord agrees to use good faith efforts to obtain a non-disturbance agreement without change in the form then being used terms or other provisions of this Lease, however, such successor-in-interest shall not be (i) bound by such superior party any payment of rent for such purposesmore than one (1) month in advance, providing except prepayments in the nature of security for the performance by Tenant of its obligations hereunder, (ii) bound by any amendment or modification hereof made without the written consent of Landlord's mortgagee or Landlord's successor-in-interest, (iii) liable for any act or omission of any previous Landlord (including Landlord's mortgagee) (iv) subject to any offset, defense or counterclaim that Tenant, notwithstanding a default by Landlord, shall Tenant might be entitled to remain in possession assert against any previous landlord (including Landlord's mortgagee), or (v) liable for any deposit that Tenant may have given to any previous landlord (including Landlord's mortgagee) that has not, as such, been transferred to said successor-in-interest. Upon request of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be in default of any term, condition or covenant of this Lease. Furthersaid successor-in-interest, Tenant shall attorn to execute and deliver an instrument or instruments confirming such superior partyattornment.
(b) Tenant shall take no steps to terminate this Lease, without giving written notice to such superior party, and a reasonable opportunity to cure (without such superior party being obligated to cure), any default on the part of Landlord under this Lease.
(c) If, in connection with the procurement, continuation or renewal of any financing for which the Building or the Building Complex or of which the interest of the lessee therein under a superior lease represents collateral in whole or in part, a lender shall request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto provided that such modifications do not increase the obligations of Tenant under this Lease or adversely affect any rights of Tenant or decrease the obligations of Landlord under this Lease.
Appears in 1 contract
Samples: Lease Agreement (Access Integrated Technologies Inc)