Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. This Lease is expressly made subject and subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 3 contracts

Samples: Office Lease (Marin Software Inc), Office Lease (Marin Software Inc), Office Lease (Marin Software Inc)

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Subordination and Attornment. This Lease is expressly made subject and subordinate Prior to any mortgagethe Commencement Date, Landlord shall provide Tenant with reasonable nondisturbance agreements pursuant to which each existing holder of a mortgage or deed of trusttrust or lessor under a ground lease shall agree that Tenant shall not be disturbed in the event of sale, ground lease, underlying lease foreclosure or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which other actions so long as Tenant is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, not in default hereunder. Tenant covenants and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallagrees that, within ten (10) business days after from Landlord’s written request, it will execute and deliver to without further consideration instruments reasonably requested by Landlord a document evidencing the subordination of or Landlord's mortgagee subordinating 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 the name manner requested by Landlord to all ground or underlying leases and to the lien of Tenant if Tenant fails to do so within such time. If any mortgage or any deed of trust or other encumbrance which may now or hereafter affect the interest of Landlord in the Real Property Premises or the Building is transferred to Project, or any person (“Purchaser”) pursuant to portion thereof, together with all renewals, modifications, consolidations, replacements or in lieu of foreclosure extensions thereof; provided that any lienor or other proceedings for enforcement of any Superior Interest, encumbrancer relying on such subordination or such additional agreements will covenant with Tenant shall immediately attorn to the Purchaser, and that this Lease shall continue remain in full force and effect as a direct lease between the Purchaser effect, and Tenant on shall not be disturbed in the terms event of sale, foreclosure or other actions so long as Tenant is not in default hereunder. Tenant agrees to attorn to the successor in interest of Landlord following any transfer of such interest either voluntarily or by operation of law and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to recognize such successor as Landlord under this Lease. Upon Purchaser’s requestHowever, including if Landlord or any such request made by reason of the termination of ground lessor or mortgagee so elects, this Lease as a result shall be deemed prior in lien to any ground lease, mortgage, deed of such foreclosure trust or other proceedingsencumbrance upon or including the Premises regardless of date of recording, and Tenant shall enter will execute a statement in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior writing to such Superior Interest.effect at Landlord's request

Appears in 3 contracts

Samples: Industrial Lease (Appfolio Inc), Industrial Lease (Appfolio Inc), Industrial Lease (Appfolio Inc)

Subordination and Attornment. (a) This Lease is expressly made subject and all rights of Tenant hereunder shall be subordinate to all ground leases and underlying leases (collectively referred to as the "Ground Leases" and individually as a "Ground Lease") which may now or hereafter affect the Building or Land and to all mortgages and deeds of trust (collectively referred to as the "Mortgages" and each individually as a "Mortgage") which may now or hereafter affect the Building or Land, whether or not the Ground Leases or Mortgages shall also cover other lands, buildings, or leases, to all amendments, renewals, modifications, replacements and extensions of such Ground Leases and Mortgages and to spreaders and consolidations of such Mortgages. This section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any mortgageinstrument that Landlord, deed the lessor under any Ground Lease or the holder of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property Mortgage or any of their respective assigns or successors in interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shallacknowledge, or deliver any such instruments within ten (10) days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact fact, coupled with an interest, to execute and deliver any such instrument for and on behalf of Tenant. Any Ground Lease to which this Lease is subject and subordinate is hereinafter called "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is hereinafter called "Superior Lessor." Any Mortgage to which this Lease is subject and subordinate is hereinafter called "Superior Mortgage" and the name holder of Tenant if Tenant fails a Superior Mortgage is hereinafter called "Superior Mortgagee". If a Superior Lessor or Superior Mortgagee requires that any instrument or instruments of subordination be executed by Tenant, Tenant's failure to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ten (“Purchaser”10) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant days after request therefor shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as be deemed 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 default under 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 2 contracts

Samples: Sublease Agreement (Accord Networks LTD), Sublease Agreement (Accord Networks LTD)

Subordination and Attornment. (a) This Lease is expressly made Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to any mortgageall present and future ground leases, deed 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, ground leasemortgages and building loan agreements, underlying lease including leasehold mortgages and building loan agreements, which may now or like encumbrance affecting any part of hereafter affect the Real Property Building or the Building Complex or any interest of Landlord therein which is now existing 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 executed to be made under such deeds of trust or recorded, any present or future modification, amendment or supplement to any of the foregoingmortgages, and to any advances made thereunder (any all renewals, modifications, replacements and extension of the foregoing being a “Superior Interest”) without the necessity such leases, deeds of any trust and mortgages. The provisions of this Paragraph shall be self-operative and no further documentation evidencing instrument of subordination shall be required. However, in confirmation of such subordination. Notwithstanding the foregoing, Tenant shallshall 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’s request, execute and deliver to Landlord a document evidencing the subordination lessor 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property lease 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 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 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 any the time (including 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 part of foreclosure or other proceedings for enforcement of such Superior Interest)a "superior party". Notwithstanding the foregoing, upon written notice 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, elect notwithstanding a default by Landlord, shall be entitled to have remain in possession of the Premises in accordance with the terms of this Lease for so long as Tenant shall not be prior and superior in default of any term, condition or covenant of this Lease. Further, Tenant shall attorn to such Superior Interestsuperior party.

Appears in 2 contracts

Samples: License Agreement (Requisite Technology Inc /Co), License Agreement (Requisite Technology Inc /Co)

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant 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, deed its successors and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of trustany mortgage on the Leased Premises, ground leaseTenant 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, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest 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 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 therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement 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 the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefor by Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 2 contracts

Samples: Lease (Matrix Capital Corp /Co/), Matrix Capital Corp /Co/

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly subordinate to all leases in which Landlord is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made subject and or hereafter to be made thereunder and, 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 mortgagefuture 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 referred to collectively as "Superior Instruments"). Tenant also agrees that if 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, ground lease, underlying lease or like encumbrance affecting any part of the Real Property . If requested in writing by Landlord or any interest first mortgagee or ground lessor of Landlord therein which is now existing or hereafter executed or recordedLandlord, any present or future modification, amendment or supplement Tenant agrees to any execute a subordination agreement required to further effect the provisions of this paragraph. In the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity event of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under 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 hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Leased Premises subject to this Lease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason of the termination of this Lease as a result of such foreclosure sale or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttransfer.

Appears in 2 contracts

Samples: Lease Between (Seagate Software Information Management Group Holdings Inc), Lease (Medialink Worldwide Inc)

Subordination and Attornment. This Lease is expressly made subject and subordinate to the lien of all and any mortgage, deed mortgages (which term “mortgages” shall include both construction and permanent financing and shall include deeds of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust and similar security instruments) that may now existing or hereafter executed encumber or recordedotherwise affect the real estate (including the Building) of which the Demised Premises form a part, any present or future modification, amendment or supplement to any of the foregoingLandlord’s leasehold interest therein, and to all and any advances made thereunder (renewals, extensions, modifications, recastings, or refinancings thereof. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any of requisite or appropriate certificate or other document. Tenant agrees that in the foregoing being a “Superior Interest”) without event that any proceedings are brought for the necessity foreclosure of any further documentation evidencing such subordinationmortgage, Tenant shall attorn to the 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 foreclosure proceeding is prosecuted or completed. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver Landlord agrees to Landlord a document evidencing the subordination of this Lease use reasonable efforts to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 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, obtain from the holder of any Superior Interest may at any time mortgage or deed of trust securing the Building (including as part each such holder, a “mortgagee”) a subordination, non-disturbance and attornment agreement for the benefit of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice Tenant. If the agreement provided by the mortgagee is not acceptable to Tenant, elect Tenant may request to have this Lease be prior and superior negotiate with the mortgagee reasonable modifications to such Superior Interestagreement so that it is acceptable to Tenant. Tenant agrees to pay any fees, costs or expenses required to be paid by the holder for reviewing such request for a subordination, non-disturbance and attornment agreement and/or in connection with any request by Tenant to negotiate or attempt to negotiate any changes to the agreement provided by the mortgagee, whether or 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 such mortgagee refuses to give Tenant a subordination, non-disturbance and attornment agreement or refuses to negotiate any changes to its form agreement.

Appears in 2 contracts

Samples: Lease (Global Defense Technology & Systems, Inc.), Lease (Global Defense Technology & Systems, Inc.)

Subordination and Attornment. This Lease is expressly made subject and subordinate to 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 which is all Mortgages now existing or hereafter executed or recordedplaced upon the Premises, and all other encumbrances and matters of public record applicable to the Premises; provided, however, that any present or future modification, amendment or supplement 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 is 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 the foregoingsuch foreclosure is granted, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity Tenant agrees, upon written request of any further documentation evidencing such subordination. Notwithstanding the foregoingHolder, Tenant shallpurchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, within ten (10) days after Landlord’s request, execute to attorn and deliver pay Rent to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such instrument attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond any cure period hereunder). However, in the name event of Tenant if Tenant fails to do so within such time. If the interest attornment, no Holder, purchaser at foreclosure sale or grantee of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or a deed in lieu of foreclosure shall be: (i) liable for any act or other proceedings for enforcement omission 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 Landlord or the Building subject to this Lease. Upon Purchaser’s requestany offsets or defenses which Tenant might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, including in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any such request made by reason of the termination future modification of this Lease as a result not consented to by such party (provided that Tenant was first given notice of the existence of such foreclosure or other proceedings, Tenant shall enter Holder in the manner specified in Section 21.2 below). Any Holder may elect to a new lease with Purchaser on the terms and conditions of make this Lease applicable prior to the remainder lien 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 Superior Interest), upon its Mortgage by giving written notice to Tenant, elect to have and if the Holder of any prior Mortgage shall require, this Lease shall be prior and superior to such Superior Interestany subordinate Mortgage.

Appears in 2 contracts

Samples: Lease (Schnitzer Steel Industries Inc), Schnitzer Steel Industries Inc

Subordination and Attornment. This Lease As used herein and elsewhere in this Lease, an “Encumbrance” is expressly made subject and subordinate to 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 which that is now existing or hereafter executed or recorded, including any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any thereunder. Landlord represents and warrants to Tenant that, as of the date of this Lease, 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 to such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the 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 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, but subject to and including such further matters and conditions to the foregoing being a “Superior Interest”) without as may be required by the necessity holder of any further documentation evidencing the Encumbrance in such subordinationholder’s standard form. Notwithstanding the foregoing, Tenant shall, within ten (10) days Business Days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior InterestEncumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21 are included in such document. If Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact fails to execute and deliver any 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 shall have the right to execute and deliver such instrument in the name lieu of Tenant if and Tenant fails shall be bound thereby. Any and all charges imposed by the holder of the Encumbrance to do so within such timeissue the non-disturbance agreement shall be borne by Tenant. If the 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 InterestEncumbrance, 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 hereinherein upon notice from Landlord or Purchaser of such transfer, 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 with Purchaser on the express 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestapplicable non-disturbance agreement.

Appears in 2 contracts

Samples: Office Lease (Twitter, Inc.), Office Lease (Twitter, Inc.)

Subordination and Attornment. This Lease is expressly made and all of Tenant’s rights hereunder are, and shall at all times be, automatically subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part other arrangement or right to possession under which Landlord is in control of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedDemised Premises, any present or future modification, amendment or supplement to any the rights of the foregoingowner of the Tract, to all rights of Landlord’s landlord or other party through or by whom Landlord’s interest is derived, and to the lien, terms and conditions of all Mortgages that now exist or that may hereafter affect or be placed upon the Demised Premises, the Building, the Tract or any part thereof or interest therein (including, without limitation, any leasehold interest of Landlord, if Landlord shall now or at any time hereafter hold its interest in the Tract as lessee under any lease) and to all advances made thereunder (upon the security of any of the foregoing being a “Superior Interest”) such instrument or lien and to any interest accruing thereon, without the necessity of any further documentation evidencing instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Mortgage (herein referred to as a “Mortgagee”) or if the purchaser at any foreclosure sale or under a power of sale contained in any Mortgage shall, at its sole option, so request, Tenant will attorn to and recognize such Mortgagee or purchaser as Landlord under this Lease for the remaining balance of the term of this Lease, and subject to all the covenants and provisions contained herein. Tenant shall, from time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)to time, upon written notice to Tenantrequest, elect to have this Lease execute, acknowledge and deliver, without charge, such further instruments of subordination and attornment as may be prior and superior to such Superior Interestrequested.

Appears in 2 contracts

Samples: Lease Agreement (SEMrush Holdings, Inc.), Lease Agreement (SEMrush Holdings, Inc.)

Subordination and Attornment. This Tenant agrees that it shall, promptly upon the request of Landlord at any time or times during the term of this Lease, execute and deliver such documents and other instruments as Landlord may reasonably require to cause this Lease is expressly made to be and become subject and subordinate to any mortgage, mortgage or deed of trust, ground leaseand any renewal, underlying lease extension, replacement or like encumbrance affecting any part modification thereof, covering the real property on which the Building is located, provided that such mortgage or deed of trust shall contain provisions to the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of effect that so long as Tenant shall not be in default in the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity performance of any further documentation evidencing such subordination. Notwithstanding obligations to be performed by Tenant hereunder, the foregoingmortgagee, Tenant shalltrustee or beneficiary, within ten (10) days after Landlord’s requestas the case may be, execute and deliver to Landlord a document evidencing the subordination of shall not terminate 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 the name of Tenant if Tenant fails to do so within such time. If or the interest of Landlord Tenant in the Real Property Premises through foreclosure of such mortgage or deed of trust, and shall not disturb the possession and use of the Premises by Tenant. Tenant agrees that in the event of the enforcement, by judicial foreclosure, exercise of the power of sale, or otherwise, of any mortgage or deed of trust covering the real property on which the Building is transferred to any person (“Purchaser”) pursuant to located by the mortgagee, trustee or in lieu of foreclosure beneficiary thereunder or other proceedings for enforcement of any Superior Interestthereof, as the case may be, Tenant shall immediately attorn automatically become the lessee of any successor in interest in title 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 said real property as a result of such foreclosure or other proceedingsenforcement, without change in the terms of this Lease. Tenant further agrees that upon request of any such successor in interest, Tenant shall enter in to a new lease with Purchaser on the terms will execute 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior deliver to such Superior Interestsuccessor in interest an instrument or instruments confirming such attornment.

Appears in 2 contracts

Samples: Office Lease (Blue Martini Software Inc), Virage Inc

Subordination and Attornment. This Upon Landlord’s request, during the term of this Lease, Tenant shall execute a subordination agreement in recordable form wherein Tenant shall agree that this Lease is expressly made subject and shall be subordinate to the lien of any mortgage, deed of trust, ground lease, underlying lease mortgages in any amount or like encumbrance affecting amounts on all or any part of the Real Property land or buildings comprising the Premises, or on or against Landlord’s interest or estate therein; provided that such subordination agreement shall recite that the subordination of Tenant’s interests pursuant thereto are subject to the agreement by the mortgagee named in any interest such mortgage to recognize the Lease of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any Tenant in the event of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity foreclosure of any such mortgage if Tenant is not in default under the Lease. Tenant covenants and agrees to execute and deliver upon demand such further documentation instruments evidencing such subordination. Notwithstanding subordination of this Lease to the foregoing, Tenant shall, lien of any such mortgage as may be required by the Landlord within ten (10) days after Landlord’s requestof demand therefor. Notwithstanding anything hereinabove contained, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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, event the holder of any Superior Interest may such mortgage shall at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease constitute a prior or superior lien to its mortgage, then and in such event upon any such mortgage holder notifying Tenant to that effect, this Lease shall be deemed prior and superior in lien to such Superior Interestmortgage irrespective of whether this Lease is dated prior to or subsequent to the date of such mortgage or lease. If Landlord enters into one or more mortgages and Tenant is advised in writing of the name and address of the mortgagee under such mortgage, then this Lease shall not be terminated or canceled on account of any default by the Landlord in the performance of any of the terms, covenants or conditions hereof on its part contained, until Tenant shall have given written notice of such default to such mortgagee, specifying the default, in which event such mortgagee shall have the right to cure Landlord’s default as otherwise provided herein and which cure shall be accepted by Tenant. Tenant shall, in the event any proceedings are brought for the foreclosure of or in the event of sale under any mortgage made by the Landlord covering the Premises, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease.

Appears in 2 contracts

Samples: Lease Agreement (Rockwell Medical, Inc.), Lease Agreement (Rockwell Medical Technologies Inc)

Subordination and Attornment. (a) This Lease is expressly made and all rights of Tenant hereunder are, and shall be, subject and subordinate to any mortgageall present and future ground leases and mortgages, deed of trustincluding all amendments, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedsupplements, any present or future modificationrenewals, amendment or supplement to any of the foregoingsubstitutions, refinancings and to any advances made thereunder extensions thereto (any of the foregoing being each, respectively, a “Superior InterestLease” or “Superior Mortgage”), on or affecting the land on which the Building stands (“Land”) without and the necessity Building or any portion thereof. The provisions of any this Article shall be self-operative and no further documentation evidencing such subordinationinstrument of subordination shall be required. Notwithstanding the foregoing, Tenant shallshall promptly execute and deliver, within ten at its own expense, any instrument, in recordable form, if requested, that Landlord, the lessor under a Superior Lease (10a “Superior Lessor”) days after Landlordor the holder of a Superior Mortgage (a “Superior Mortgagee”) may reasonably request at any time and from time to time to evidence such subordination; Tenant’s request, failure to so execute and deliver to Landlord a document evidencing such instrument shall in no way affect the self-operative subordination provisions of this Section 74(a). The Superior Mortgagee may elect that this Lease shall be deemed to a particular have priority over such Superior InterestMortgage, whether this Lease is dated prior to, or subsequent to, the date of such Superior Mortgage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument If, in connection with obtaining, continuing or renewing of financing for which the name of Tenant if Tenant fails to do so within such time. If Building, Land or the interest of Landlord the lessee under the Superior Lease represents collateral, in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to whole or in lieu of foreclosure or other proceedings for enforcement of any part, the Superior Interest, Tenant Mortgagee 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 reasonable modifications of this Lease as a result condition of such foreclosure or other proceedingsfinancing, Tenant shall enter execute said modification provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder, or cause a change in to a new lease with Purchaser on the terms and conditions of this Lease applicable Tenant’s financial obligations hereunder. Notwithstanding anything to the remainder of the term hereof. Notwithstanding the subordination of this Lease contrary contained herein, Landlord agrees 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 Superior Interest), upon written notice use commercially reasonable efforts to deliver to Tenant, elect to have this Lease be prior at Tenant’s sole cost and superior to expense, a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) executed by any Superior Mortgagee on such Superior InterestMortgagee’s standard form (the current Superior Mortgagee’s standard form of SNDA, which shall be subject to Tenant’s commercially reasonable comments, is annexed hereto as Exhibit D); Landlord requesting a SNDA from a Superior Mortgagee shall be deemed commercially reasonable efforts. Landlord’s failure to so deliver a SNDA to Tenant shall in no way affect the self-operative subordination provisions of this Lease.

Appears in 2 contracts

Samples: Integral Ad Science Holding LLC, Integral Ad Science Holding LLC

Subordination and Attornment. This The 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 is expressly made and all the rights of the Tenant hereunder shall be subject and subordinate to any mortgageand all mortgages (including deeds of trust and all instruments supplemental thereto) held by such mortgagee which may affect the Building or Common Area Facilities and to all renewals, modifications, consolidations, replacements and extensions thereof, provided that the Tenant shall at any time on notice from the Landlord or any mortgagee (including any trustee under a deed of trust, ground lease, underlying lease or like encumbrance affecting any part trust and mortgage) attorn to such mortgagee as the tenant upon all the terms of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement this Lease. Subject to any of the foregoing, and the Tenant agrees to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallexecute, within ten (10) days after Landlord’s requestreceiving a written request from the Landlord or any such mortgagee, execute and deliver to Landlord a document evidencing such instrument of subordination or attornment, as the subordination case may be, as may be required of it. Notwithstanding the foregoing, this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as and the Tenant’s attorney-in-fact interest hereunder shall only be subordinated to execute and deliver any such instrument mortgages or deeds of trust under which the mortgagee by agreement in the name mortgage or deed of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to trust or in lieu a separate instrument contracts in substance not to disturb the Tenant’s occupancy of foreclosure or other proceedings for enforcement of any Superior Interestthe Leased Premises so long as the Tenant performs its obligations under this Lease on condition that the Tenant, Tenant when requested by the mortgagee, shall immediately attorn execute an attornment agreement to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between mortgagee should the Purchaser and Tenant on mortgagee succeed to the terms and conditions set forth herein, provided that Purchaser acquires and accepts rights of the Real Property or the Building subject to Landlord under this Lease. Upon Purchaser’s requestBy no later than the Commencement Date, including the Landlord shall make reasonable commercial efforts to obtain from any existing mortgagee of the Building an acknowledgement and assurance in writing addressed to the Tenant, whereby such mortgagee acknowledges that, in the event of any such request made by reason of mortgagee realizing upon the termination of security, it will not disturb the Tenant and will permit the Tenant to remain in possession under this Lease in accordance with its terms, so long as a result of such foreclosure or other proceedings, the Tenant shall enter is not in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestdefault.

Appears in 2 contracts

Samples: Indemnity Agreement (PointClickCare Corp.), Indemnity Agreement (PointClickCare Corp.)

Subordination and Attornment. This Lease is expressly made Tenant accepts this Lease, and the tenancy created hereunder, subject and subordinate to any the lien, operation and effect of each and every ground lease and existing or future mortgage, deed of trusttrust or other security instrument constituting a lien upon or affecting the Building or the Building Area, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, thereof and to any advances made thereunder (renewals, extensions, consolidations, modifications or refinancings thereof. Notwithstanding anything contained in the above, Landlord will use its best efforts upon request by Tenant to obtain a non-disturbance agreement from its lender or mortgagee with Tenant paying for any costs associated with said non-disturbance agreement. In the event of any foreclosure sale or sales pursuant to the terms of any mortgages or deeds of trust or other security instruments now or hereafter constituting a lien upon or affecting the Building or Building Area of any part thereof, by virtue of judicial proceedings or otherwise, this Lease Agreement shall, at the option of the foregoing being a “Superior Interest”) without mortgagee or beneficiary under the necessity deed of any further documentation evidencing trust or other security instrument or the foreclosure purchaser continue in full force and effect and Tenant thereunder will, upon request, attorn to and acknowledge the foreclosure purchaser or purchasers at such subordinationsale, as landlords hereunder. Notwithstanding the foregoing, Tenant shall, at any time hereafter, within ten (10) days after of demand by Landlord’s request, execute any instrument, releases or other documents that may be required by any mortgagee or mortgagor or over landlord for the purpose of confirming such subordination and deliver to Landlord a document evidencing the subordination attornment. The failure 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 the name of Tenant if Tenant fails to do so within such timeinstruments, releases or documents, shall constitute a Default hereunder. If the interest of Initials: [ /s/ ] [ /s/ ] 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 2 contracts

Samples: Office Lease Agreement (Bay National Corp), Office Lease Agreement (Bay National Corp)

Subordination and Attornment. This Lease is expressly made subject and subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingall Superior Leases and Mortgages, and Tenant will attorn to any advances made thereunder (any of the foregoing being each person or entity that succeeds to Landlord’s interest under this Lease. This Section is self-operative as to Superior Leases and Mortgages and Landlord’s Mortgagees existing when this Lease is executed, but if requested to confirm a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingsubordination and/or attornment, Tenant shall, will execute subordination and attornment agreements furnished by the then-current Landlord’s Mortgagees within ten fifteen (1015) days after Landlord’s request, execute . The landlord agrees to use commercially reasonable efforts to obtain the execution and deliver delivery to Landlord a document evidencing Tenant of recordable agreements by the subordination 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 leased premises which is superior to a particular Superior Interest. Tenant hereby irrevocably appoints the interest or title of Landlord as or which might at any time adversely affect Tenant’s attorney-in-fact possession or right to execute and deliver any such instrument in possession of the name Premises under the terms of Tenant if Tenant fails to do this Lease, which agreements shall provide that, so within such time. If long as the 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 not be in terminable default under the PurchaserLease, and 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 in full force peaceably to hold and effect as a direct lease between enjoy the Purchaser and Tenant on Premises for 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 remainder of the termination of this Lease as a result of such foreclosure or other proceedingslease term (and any extension thereof) upon all the same terms, Tenant shall enter in to a new lease with Purchaser on the terms covenants and conditions of this Lease, however, the failure to provide one will not constitute a default by the Landlord. The Landlord will use commercially reasonable efforts to obtain a similar agreement from subsequent mortgagees; however, the failure to provide one will not constitute a default by the Landlord. At the request of those Landlord’s Mortgagees, Tenant will execute the 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 applicable will be superior to the remainder Superior Leases and Mortgages specified, regardless of the term hereof. Notwithstanding the subordination date of recording, and Tenant will execute an agreement confirming 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestelection on request.

Appears in 2 contracts

Samples: Lease (Sige Semiconductor Inc), Lease (Sige Semiconductor Inc)

Subordination and Attornment. This Lease is expressly made and will be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting the Project and to the lien and provisions of any mortgages or deeds of trust now or hereafter placed against the Project or against Landlord’s interest or estate in the Project or on or against any ground or underlying lease, and any renewals, modifications, consolidations and extensions of such lease, without the necessity of the execution and delivery of any further instruments on the part of Tenant to effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such mortgagee’s, trustee’s or ground lessor’s mortgage or deed of trust or ground lease, and gives notice of such election to Tenant, this Lease will be deemed prior to the lien of such mortgage or deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of such mortgage, deed of trust, or ground lease, underlying lease or like encumbrance affecting any part the date of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationrecording thereof. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, will execute and deliver to Landlord a document upon request from Landlord, such further instruments evidencing the subordination of this Lease to any ground or underlying lease, and to any mortgage or deed of trust, provided the same contains a particular Superior Interestnon-disturbance provision reasonably satisfactory to Tenant. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver In the event any such instrument proceedings are brought for default under any ground or underlying lease or in the name event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust against the Project, Tenant if Tenant fails will, upon request of any person or party succeeding to do so within such time. If the 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 Xxxxxxxx as a result of such foreclosure or other proceedings, Tenant shall enter attorn to such successor in interest and recognize such successor in interest as Landlord under this Lease if said successor in interest agrees to a new lease with Purchaser on all 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.Lease..

Appears in 2 contracts

Samples: Lease Agreement, Office Building Lease (HII Technologies, Inc.)

Subordination and Attornment. This Lease is expressly made subject and all of Tenant’s rights hereunder shall be subordinate to any mortgageand all Encumbrances, deed of trustto all renewals, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedconsolidations, any present or future modification, amendment or supplement to any of the foregoingreplacements and extensions thereof, and to any and all advances made thereunder 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. If any proceeding is brought for the foreclosure of any such Encumbrance (or if any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of the foregoing being a “Superior Interest”) this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without the necessity execution of any further documentation evidencing such subordination. Notwithstanding the foregoinginstruments; provided, Tenant shallhowever, within ten (10) business days after Landlord’s requestrequest by Landlord or any Encumbrancer, Tenant shall execute and deliver such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to Landlord a document evidencing evidence or confirm the subordination or superiority of this Lease to a particular Superior Interestany such Encumbrance. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact waives the provisions of any Requirement which may give or purport to execute give Tenant any right or election to terminate or otherwise adversely affect this Lease and deliver any such instrument the obligations of Tenant hereunder in the name event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Tenant fails Encumbrancer or any foreclosure sale purchaser shall succeed to do so within such time. If the interest of Landlord in the Real Property under this Lease, Encumbrancer shall not be (i) liable for any action or the Building is transferred omission of any prior Landlord under this Lease, or (ii) subject to any person offsets or defenses which Tenant might have against any prior Landlord, or (“Purchaser”iii) pursuant bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord, or in lieu of foreclosure (iv) liable for any Security Deposit not actually received by such Encumbrancer, or other proceedings for enforcement of (v) bound by 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 future modification of this Lease as a result of not consented to by such foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestEncumbrancer.

Appears in 2 contracts

Samples: Office Lease (iRhythm Technologies, Inc.), Office Lease (iRhythm Technologies, Inc.)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made shall be subject and subordinate to all security deeds ("Mortgages") now or hereafter encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property Premises, provided that Tenant receives an agreement from the holder of any such Mortgage providing that this Lease and Tenant's rights hereunder shall not be divested or in any interest 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 therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity holder of any further documentation Mortgage, execute any instruments which may reasonably be required by such party for the purpose of evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interestthe lien or security interest of such party. Tenant hereby irrevocably appoints shall, upon demand, at any time or times, execute, acknowledge and deliver to Landlord or the holder of any Mortgage, without expense, any and all documents, in form and substance reasonably acceptable to Tenant, that may be necessary to make this Lease superior to the lien of the Mortgage. If the holder of any Mortgage shall hereafter succeed to the rights of Landlord under this Lease, Tenant shall, at such holder's request, attorn to and recognize such successor as Tenant’s attorney-in-fact to execute 's landlord under this Lease. Tenant shall promptly execute, acknowledge and deliver any instrument that may be necessary to evidence such instrument in the name of Tenant if Tenant fails to do so within attornment. Upon such time. If the 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 Interestattornment, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser each successor Landlord and Tenant on the terms and conditions set forth hereinTenant, 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 all of the termination of this Lease as a result of such foreclosure or other proceedingsterms, Tenant shall enter in to a new lease with Purchaser on the terms covenants 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Crawford & Co), Purchase and Sale Agreement (Crawford & Co)

Subordination and Attornment. 30.1 This Lease is expressly made subject and 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 advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. 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 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, ground lease, underlying lease or like encumbrance affecting any part of as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement case may be and Tenant’s failure to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after written demand shall, if Landlord so elects, constitute an Event of Default if such failure continues more than three (3) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination delivery of this Lease to a particular Superior Interestwritten notice thereof. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorns to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or other proceedingsotherwise. Landlord agrees to deliver to Tenant from any future mortgagee or beneficiary a written subordination and non-disturbance agreement in recordable form on the mortgagee’s or beneficiary’s then standard form providing that so long as Tenant performs all of the terms of this Lease, Tenant’s possession under this Lease shall not be disturbed, this Lease will continue and Tenant shall enter in to a new lease 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, not be joined by the holder of any Superior Interest may at mortgage or deed of trust in any time (including as part of foreclosure action or other proceedings proceeding to foreclose thereunder, except where such is necessary for enforcement of jurisdictional or procedural reasons. Landlord agrees to use commercially reasonable efforts to obtain a written subordination and non-disturbance agreement from such Superior Interest), upon written notice 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, elect 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 this Lease no effect on the rights, obligations and liabilities of Landlord and Tenant or be prior and superior considered to such Superior Interestbe a default by Landlord hereunder.

Appears in 2 contracts

Samples: Lease Agreement (Allakos Inc.), Lease Agreement (Allakos Inc.)

Subordination and Attornment. This (a) Provided any Mortgagee agrees to grant nondisturbance protection to Tenant as long as Tenant is not in default beyond the period allowed for cure herein, this Lease is expressly made and all rights of Tenant therein, and all interest or estate of Tenant in the Premises, or any portion thereof, shall be subject and subordinate to the lien of any first mortgage, first deed of trust, ground leasesecurity instrument or other document of like nature held by such Mortgagee, underlying lease or like encumbrance affecting hereinafter referred to as "Mortgage", which at any part of time may be placed upon the Real Property Premises, or any interest of Landlord therein which is now existing or hereafter executed or recordedportion thereof, any present or future modification, amendment or supplement to any of the foregoingby Landlord, and to any advances replacement, renewals, amendment, modifications, extensions or refinancing thereof, and to each and every advance made thereunder (under such Mortgage. Tenant agrees at any time hereafter, and from time to time on demand of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingLandlord, Tenant shall, within ten (10) days after Landlord’s request, to execute and deliver to Landlord a document evidencing any instruments, releases or other documents that may be reasonably required for the subordination purpose of subjecting and subordinating this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver the lien of any such instrument Mortgage, provided however, it is agreed, nevertheless, that so long as Tenant be not in default in the name payment of Base Rent and other amounts due under this Lease and the performance and observance of all other covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease after the expiration of any applicable cure period, that such subordination agreement or other instrument, release or document shall not interfere with, hinder or molest Tenant's right to quiet enjoyment under this Lease, nor the right of Tenant if Tenant fails to do so within such time. If continue to occupy the 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 PurchaserPremises, and this Lease shall continue all portions thereof, and to conduct its business thereon in full force and effect as a direct lease between accordance with the Purchaser and Tenant on the covenants, conditions, provisions, terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to agreements of this Lease. Upon Purchaser’s request, including The lien of any such request made by reason of the termination of this Lease as a result of such foreclosure Mortgage shall not cover Tenant's trade fixtures or other proceedings, Tenant shall enter personal property located in to a new lease with Purchaser or 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestPremises.

Appears in 2 contracts

Samples: Lease Agreement (Telex Communications Inc), Lease Agreement (Telex Communications International LTD)

Subordination and Attornment. This Tenant accepts this Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of other lien presently existing on the Real Property Project or any interest of Landlord therein which is now existing the Land or hereafter executed or recorded, any present or future modification, amendment or supplement to any of subsequently created on the foregoingProject, and to any advances made thereunder (any of renewals and extensions thereof, provided that the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name rights of Tenant if Tenant fails to do so within such time. If the 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 remain in full force and effect during the term of this Lease so long as a direct lease between Tenant shall continue to perform all of the Purchaser and Tenant on the terms covenants and conditions set forth hereinof this Lease, provided but Tenant agrees that Purchaser acquires and accepts any such mortgagee shall have the Real Property right at any time to subordinate such mortgage, deed of trust, or the Building subject other lien to this Lease. Upon Purchaser’s 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, including any provided such request made subordination shall be on the express condition that this Lease shall be recognized by reason the mortgagee, and that the rights of Tenant shall remain in full force and effect during the termination term of this Lease so long as a result Tenant shall continue to perform all of the covenants and conditions of this Lease. No 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, mortgage or other proceedingsinstrument of security and the sale of the Project or the Land pursuant to any such document, to attorn to any purchaser at such a sale and to recognize such purchaser as the Landlord under this Lease. The agreement of Tenant to attorn to any purchaser pursuant to such a foreclosure sale or trustee’s sale in the immediately preceding sentence shall survive any such sale. Tenant’s rights under this Lease shall remain in full force and effect so long as Tenant shall enter in continue to a new lease with Purchaser on perform all of the terms covenants and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of and Tenant is not in default under this Lease to Superior Interests as set forth above, and Landlord owns the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestProject.

Appears in 2 contracts

Samples: Industrial Lease (Wornick CO Right Away Division, L.P.), Industrial Lease (TWC Holding Corp.)

Subordination and Attornment. This Lease is expressly made Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate to any mortgage, deed of trust, ground or master lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (and all mortgages, which may now or hereafter affect the Property, Building, the Premises and/or any such lease. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any such lease or the holder of any such mortgage or any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing their respective successors in interest may reasonably request to evidence such subordination. Notwithstanding Any lease to which this Lease is subject and subordinate is herein called “Superior Lease” and the foregoinglessor of a Superior Lease or its successor in interest, at the time referred to, is herein called “Superior Lessor”; and any mortgage to which this Lease is 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 request of such party so succeeding to Landlord’s rights (herein called “Successor Landlord”) and upon such Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall, within ten (10) days after Landlord’s request, execute shall attorn to and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints recognize such Successor Landlord as Tenant’s attorney-in-fact to landlord under this Lease and shall promptly execute and deliver any instrument that such instrument in the name of Tenant if Tenant fails Successor Landlord may reasonably request to do so within evidence such timeattornment. If the 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 InterestUpon such attornment, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord (unless formerly the Landlord under this Lease) shall not be (a) liable in any way to Tenant for any act or omission, neglect or default on the terms and conditions set forth hereinpart of Landlord under this Lease, provided that Purchaser acquires and accepts (b) responsible for any monies owing by or on deposit with Landlord to the Real Property or the Building credit of Tenant, (c) subject to this Lease. Upon Purchaser’s requestany counterclaim or setoff which theretofore accrued to Tenant against Landlord, including (d) bound by any such request made by reason of the termination modification of this Lease as a result subsequent to such Superior Lease or Superior Mortgage, or by any previous prepayment of such foreclosure or other proceedingsany rent for more than one (1) month, Tenant shall enter which was not approved in to a new lease with Purchaser on writing by the terms and conditions of this Lease applicable Successor Landlord, (e) liable to the remainder Tenant beyond the Successor Landlord’s interest in the Property, (f) responsible for the performance of the term hereof. Notwithstanding the subordination of any work to be done by Landlord under this Lease to Superior Interests as set forth aboverender the Premises ready for occupancy by the Tenant, or (g) required to remove any person occupying the holder of Premises or any Superior Interest may part thereof, except if such person claims by, through or under the Successor Landlord. Tenant agrees at any time (including and from time to time to execute a suitable instrument in confirmation of Tenant’s agreement to attorn, as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestaforesaid.

Appears in 2 contracts

Samples: Commercial Lease, Commercial Lease (FusionStorm Global, Inc.)

Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Tenant’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) days after written request from Landlord’s request, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease to a particular Superior Interestrequired by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact acknowledges and agrees that its failure to execute and deliver any such instrument statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the name contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant if Tenant fails agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to do so within such timelien. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person (“Purchaser”) pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant 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 to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on is not in default beyond any applicable cure period hereunder at the terms time of transfer to New Owner, this Lease shall remain in full force and conditions set forth herein, provided that Purchaser acquires effect and accepts the Real Property or the Building subject to this Lease. Upon PurchaserNew Owner shall not disturb Tenant’s request, including any such request made by reason possession of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofPremises. Notwithstanding the subordination of anything in this Lease to Superior Interests as set forth abovethe contrary, neither the holder of any Superior Interest may at any time Mortgage, its successors or assigns (including as part whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for enforcement any act, omission and/or breach of such Superior Interest)the Lease by Landlord, upon written notice to Tenantor bound by (a) any offsets or defenses which Tenant might have against Landlord, elect to have (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease be prior and superior made subsequent to such Superior Interestthe 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 casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Appears in 2 contracts

Samples: Lease Agreement (Sunshine Heart, Inc.), Lease Agreement (CSAV Holding Corp.)

Subordination and Attornment. This Lease is expressly made (a) Subject to the provisions of paragraph 65th(d) below, this lease, and all rights of Tenant hereunder, are subject and subordinate to any mortgage, deed of trust, all ground lease, underlying lease or like encumbrance affecting any part leases of the Real Property land and building of which the demised premises forms a part (the "Property") now or hereafter existing and to all mortgages or trust deeds or deeds of trust and all renewals, modifications, replacements and extensions thereof; and to all "Spreaders" and consolidations thereof (all of which are hereafter referred to collectively as "Mortgages"), that may now or hereafter affect or encumber all or any portion of Landlord's interest in the Property. This subordination shall apply to each and every advance made, or to be made, under such Mortgages. This paragraph shall be self-operative and no further instrument of Landlord therein which is now existing or hereafter executed or recordedsubordination shall be required, any present or future modificationhowever, amendment or supplement to any in confirmation of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, from time to time, execute acknowledge and deliver any instrument that Landlord may, from time to time, reasonably require in order to evidence or confirm such subordination. If Tenant fails to execute, acknowledge or deliver any such instrument within ten twenty (1020) days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact fact, which appointment is coupled with an interest, to execute and deliver any such instrument instruments for and on behalf of Tenant. Tenant acknowledges that this lease and the rents due under this lease have been (and, in the name of Tenant if Tenant fails future, may be) assigned by Landlord to do so within a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such timeSuperior Mortgagee. If the interest of Landlord in the Real Property or the Building is transferred Any ground lease 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 which this Lease shall continue in full force is subject and effect subordinate is hereafter referred to as a direct lease between "Superior Lease", the Purchaser Lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and Tenant on the terms lessee thereunder, a "Superior Lessee" and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject any Mortgage to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of which this Lease is subject and subordinate is hereinafter referred to as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms "Superior Mortgage" 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 a Superior Interest may at any time (including Mortgage is hereinafter referred to as part of foreclosure or other proceedings for enforcement of such a Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgagee.

Appears in 2 contracts

Samples: Credit Agreement (Firetector Inc), Firetector Inc

Subordination and Attornment. This Lease is expressly made Agreement and Tenant’s interest and rights hereunder are and shall be subject and subordinate at all times to the lien of any mortgagemortgage of Landlord’s right, deed of trusttitle and interest in and to the Premises (a “Fee Mortgage”), ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed created on or recorded, any present against the Air Park or future modification, amendment or supplement to any of the foregoingPremises, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of any further documentation evidencing instrument or act on the part of Tenant. Tenant agrees, 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 fully perform its obligations under this Lease Agreement. Notwithstanding the foregoingTenant agrees to execute, Tenant shallacknowledge and deliver, within ten (10) days after following Landlord’s requestrequest therefor, execute such commercially reasonable instruments confirming such subordination and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord attornment as Tenant’s attorney-in-fact to execute and deliver shall be requested by any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofFee Mortgagee. Notwithstanding the subordination of this Lease to Superior Interests as set forth aboveforegoing, the holder of any Superior Interest Fee Mortgagee may at any time (including subordinate its Fee Mortgage to this Lease Agreement, 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 same rights with respect to this Lease Agreement as part of foreclosure or other proceedings for enforcement though this Lease Agreement had been executed prior to the execution, delivery and recording of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestFee Mortgage.

Appears in 2 contracts

Samples: Lease Agreement (Air Transport Services Group, Inc.), Lease Agreement (Air Transport Services Group, Inc.)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and shall be subordinate to any mortgagemortgages, deeds of trust, superior leases and ground leases that are now, or may hereafter be placed, upon the Premises or to which the Premises are subject and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, modifications, amendments and 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, ground and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage or deed of 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, underlying lease or like encumbrance affecting any part (1) this Lease and all of the Real Property 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 any interest at the request of Landlord therein which is now existing such lessor or hereafter executed or recordedTenant, any present or future modificationsuch lessor and Tenant shall enter into a direct lease upon the same terms and conditions set forth in this Lease, amendment or supplement (2) Tenant agrees to any of the foregoing, and be bound to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination lessor under all provisions of this Lease for the balance of the Term with the same force and effect as if such lessor was the original 'Landlord' under this Lease, and (3) Tenant shall perform and observe its obligations under this Lease, and Tenant shall attorn to a particular Superior Interestand recognize such lessor as its 'Landlord' under this Lease. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in In the name event of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property foreclosure, or the Building is transferred to any person (“Purchaser”) pursuant to or conveyance by deed in lieu of foreclosure foreclosure, or other proceedings for enforcement exercise of the power of sale under any Superior Interestmortgage and/or deed of trust, Tenant shall immediately attorn to or in the Purchaserevent Landlord sells, and 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 continue remain in full force and effect as a direct lease between the Purchaser and Tenant on hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the terms new owner or lessor whereby Tenant attorns to such successor in interest and conditions set forth herein, provided that Purchaser acquires and accepts recognizes such successor as the Real Property or the Building subject to '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 any prior default by Landlord. Upon Purchaser’s requestrequest by Tenant, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant Landlord shall enter in use good faith efforts to a new lease 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, secure from the holder of any Superior Interest may at mortgage affecting the Land a written agreement wherein the holder agrees that so long as Tenant is not in default of its obligations under this Lease beyond any time applicable notice and cure period the holder shall recognize Tenant's rights under this Lease. Rent due under this Lease shall not be paid more than three (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)3) months in advance, and shall, upon receipt of written notice to Tenantnotification from the holder of the mortgage, elect to have this Lease deed of trust or superior lease, be prior and superior paid by the Tenant directly to such Superior Interestholder until the Tenant receives other written instructions from such holder.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Gyrodyne, LLC), Purchase and Sale Agreement (Gyrodyne, LLC)

Subordination and Attornment. This Upon Lessor’s request, during the term of this Lease Agreement, Lessee shall execute a subordination agreement in recordable form wherein Lessee shall agree that this Lease Agreement is expressly made subject and shall be subordinate to the lien of any mortgage, deed of trust, ground lease, underlying lease mortgages in any amount or like encumbrance affecting amounts on all or any part of the Real Property land or buildings comprising the Property, or on or against Lessor’s interest or estate therein; provided that such subordination agreement shall recite that the subordination of Lessee’s interests pursuant thereto are subject to the agreement by the mortgagee named in any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, such mortgage and to any advances made thereunder (any purchaser at a sale pursuant to foreclosure thereof, to recognize the Lease Agreement of Lessee in the foregoing being a “Superior Interest”) without the necessity event of foreclosure of any such mortgage if Lessee is not in default under the Lease Agreement. Lessee covenants and agrees to execute and deliver upon demand such further documentation instruments evidencing such subordination. Notwithstanding subordination of this Lease Agreement to the foregoing, Tenant shall, lien of any such mortgage as may be required by the Lessor within ten (10) days after Landlord’s requestof demand therefor. Notwithstanding anything hereinabove contained, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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, event the holder of any Superior Interest may such mortgage shall at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease Agreement constitute a prior or superior lien to its mortgage, then and in such event upon any such mortgage holder notifying Lessee to that effect, this Lease Agreement shall be deemed prior and superior in lien to such Superior Interestmortgage irrespective of whether this Lease Agreement is dated prior to or subsequent to the date of such mortgage or lease. If Lessor enters into one or more mortgages and Lessee is advised in writing of the name and address of the mortgagee under such mortgage, then this Lease Agreement shall not be terminated or canceled on account of any default by the Lessor in the performance of any of the terms, covenants or conditions hereof on its part contained, until Lessee shall have given written notice of such default to such mortgagee, specifying the default, in which event such mortgagee shall have the right to cure Lessor’s default as otherwise provided herein and which cure shall be accepted by Lessee. Lessee shall, in the event any proceedings are brought for the foreclosure of or in the event of sale under any mortgage made by the Lessor covering the Premises, attorn to the purchaser upon any such foreclosure of sale and recognize such purchaser as the Lessor under this Lease Agreement. As a condition of Lessee’s obligations under the Lease, Lessor shall deliver a subordination, non-disturbance and attornment agreement in a form satisfactory to Lessor’s mortgage lender and shall cause Lessor’s mortgage lender to execute said agreement and thereafter record it at the Berkeley County R.O.D. Office.

Appears in 2 contracts

Samples: Lease Agreement (Benefitfocus,Inc.), Lease Agreement (Benefitfocus,Inc.)

Subordination and Attornment. 29.1 This Lease is expressly made subject and 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 advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. 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 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, ground lease, underlying lease or like encumbrance affecting any part of as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingcase may be, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails by failing to do so within five (5) days after written demand, Landlord and such timeholder of a mortgage may rely upon such documents as prepared and delivered to Tenant and such documents shall be fully binding on Tenant. If the interest of Landlord in the Real Property or the Building is transferred Tenant hereby attorns 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or other proceedingsotherwise. Upon written request by Tenant, Landlord will use reasonable efforts to obtain a non-disturbance, subordination and attornment agreement from Landlord’s then current mortgagee on such mortgagee’s then current standard form of agreement. “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 enter in be responsible for any fee or review costs charged by such mortgagee. Landlord’s failure to obtain a new lease with Purchaser non-disturbance, subordination and attornment agreement for Tenant shall have no effect on the terms rights, obligations and conditions liabilities of this Lease applicable Landlord and Tenant or be considered 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesta default by Landlord hereunder.

Appears in 2 contracts

Samples: Lease Agreement (PROCEPT BioRobotics Corp), Lease Agreement (PROCEPT BioRobotics Corp)

Subordination and Attornment. This (a) Tenant agrees that this Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may now or hereafter be in effect regarding the Project or any component thereof, to any mortgage now or hereafter encumbering the Demised Premises or the Project or any component thereof, to all advances made or hereafter to be made upon the security of such ground or underlying lease or mortgage, deed to all amendments, modifications, renewals, consolidations, extensions, and restatements of trustsuch ground or underlying lease or mortgage, and to any replacements and substitutions for such mortgage; provided, however, that as a condition to Tenant subordinating to any such mortgage or ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, shall obtain and deliver to Tenant from any present or future modificationmortgagee, amendment trustee, fee owner, prime lessor or supplement any person having an interest in the Premises superior to this Lease (a "Superior Interest") a commercially reasonable written subordination and non-disturbance agreement in recordable form, as specified in Article 27(b) below, which does not amend the terms of this Lease. Landlord shall, simultaneously with the placing of any mortgage on the Building, the Land, or the Project, provide Tenant with a fully executed subordination and non-disturbance agreement in recordable form and otherwise reasonably satisfactory to Tenant from all parties holding a Superior Interests in the Property. Landlord represents and warrants that, as of the foregoingdate hereof, and to any advances made thereunder (any of the foregoing being a “there is no Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 Interest with respect to this Lease. Upon Purchaser’s request, including request of any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingsparty in interest, Tenant shall enter execute promptly (but in any event within twenty (20) days of request therefor) such instrument or certificates as may be reasonably required to a new lease with Purchaser on carry out the terms and conditions intent hereof, whether said requirement is that of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth aboveLandlord or any other party in interest, the holder of including, without limitation, any Superior Interest may at any time (including as part of foreclosure ground lessor or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestmortgagee.

Appears in 2 contracts

Samples: Lease Agreement (Premiere Global Services, Inc.), Lease Agreement (Premiere Global Services, Inc.)

Subordination and Attornment. This Lessee agrees that this Lease is expressly made subject and now and, absent an election pursuant to the subsequent paragraph, forever shall be subordinate to any mortgage, deed of trustto secure debt, ground lease, underlying lease or like encumbrance affecting any part deed of the Real Property trust or any interest of Landlord therein which is other hypothecation for security now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any placed by Lessor upon the real property of which the foregoingPremises are a part, and to any and all advances made thereunder (or to be made thereunder, and to the interest thereon and all renewals, replacements, modifications and extensions thereof. If any of the foregoing being a “Superior Interest”) without the necessity holder of any further documentation evidencing such subordinationmortgage, deed to secure debt, ground lease, deed of trust or any other hypothecation for security elects, by written notice to Lessee, to have this Lease superior to its interest, then this Lease shall be deemed superior to such interest, whether this Lease is dated or recorded prior or subsequent to the date thereof. Notwithstanding the foregoing, Tenant shall, Lessee agrees to execute promptly any documents which may be necessary to evidence or effectuate such subordination or to make this Lease prior to any such instrument. Failing to do so within ten (10) days after Landlord’s requestwritten demand, execute Lessee does hereby make, constitute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord appoint Lessor as TenantLessee’s attorney-in-fact to execute in Lessee’s name, place and deliver any such instrument in the name of Tenant if Tenant fails stead, to do so within such timeso. If the interest of Landlord in the Real Property or the Building is transferred Lessee hereby attorns 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 all successor owners of the termination of this Lease Premises, whether or not such ownership is acquired as a result of such a sale, through foreclosure or other proceedingsotherwise. Lessee hereby agrees to execute, Tenant shall enter in within five (5) days of receipt by Lessee, such instruments as Lessor may request to a new lease with Purchaser on the terms evidence such subordination 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, assure the holder of any Superior Interest may at any time (including as part such mortgage, deed to secure debt, ground lease, deed of foreclosure trust or other proceedings for enforcement hypothecation (the “Lender”) that upon transfer of title to the real property of which the Premises are a part to Lender, its successors or assigns, or any other purchaser of such Superior Interest), upon written notice real property pursuant to Tenant, elect to have an exercise by Lender of its remedies against Lessor that Lessee will recognize such Lender or purchaser as the “Lessor” under this Lease be and that Lessee will not assert against such Lender or purchaser any default by Lessor under this Lease prior and superior to the transfer of title to such Superior Interestreal property.

Appears in 2 contracts

Samples: Centre Office (Ebank Financial Services Inc), Agreement (Ebank Financial Services Inc)

Subordination and Attornment. This Within one week after Landlord’s written request (which may be made from time to time throughout the Term), Tenant shall execute a Subordination, Non-Disturbance, and Attornment Agreement in the applicable Lender’s standard form (“SNDA”). The SNDA must provide Tenant with basic non-disturbance protection and may provide, among other things, that this Lease is expressly made subject and subordinate to any mortgagethe interests of the Lender (and to all renewals, modifications, consolidations, replacements, or extensions thereof), and that if the Lender succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of trustforeclosure or otherwise, ground leasethen (i) such successor landlord will not be subject to any offsets or defenses which Tenant might have against Landlord, underlying lease (ii) such successor landlord will not be bound by any prepayment by Tenant of more than one month’s installment of rent, (iii) such successor landlord will not be subject to any liability or like encumbrance affecting any part of the Real Property or any interest obligation of Landlord therein which is now existing or hereafter executed or recordedexcept those arising after such succession, any present or future modification(iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s landlord under this Lease, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”v) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall promptly execute and deliver any instruments that may be necessary to Landlord a document evidencing the subordination of evidence such attornment, and (vi) on such attornment, this Lease to shall continue in effect as a particular Superior Interestdirect lease between such successor landlord and Tenant. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s its special attorney-in-fact to execute and deliver any such instrument in the name of Tenant SNDA if Tenant fails to do so deliver it to Landlord within such timethe one-week period described above. If Landlord fails to provide Tenant, within 60 days after the date of this Lease, an SNDA signed by all of its Lenders (who have an interest of Landlord in the Real Property or Premises as of such 60th day) on the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior InterestLender’s standard form, Tenant shall immediately attorn to the Purchaser, and may terminate this Lease shall continue in full force and effect as a direct lease by giving written notice of termination to Landlord between the Purchaser 61st and Tenant on 68th day following 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 date of this Lease as a result (in which case Landlord shall return to Tenant any prepaid rent and Security Deposit and neither party will have any further obligation to the other under this Lease, except for Tenant’s indemnity obligations on account of such foreclosure or other proceedingsthe period preceding the termination). Additionally, Tenant shall enter if any new Lender obtains an interest in to a new lease with Purchaser on the terms and conditions Premises after the date of this Lease applicable to Lease, Landlord shall diligently pursue an SNDA from 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnew Lender.

Appears in 1 contract

Samples: Single Tenant Net Lease Agreement (Invision Technologies Inc)

Subordination and Attornment. This Lease is expressly made subject and the estate, interest and ---------------------------- rights hereby created are subordinate to any mortgagemortgage now or hereafter placed upon the Lot, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property Building or any estate or interest of Landlord therein which is now existing or hereafter executed or recordedtherein, including, without limitation, any present or future modification, amendment or supplement to mortgage on any of the foregoingleasehold estate, and to any advances made thereunder (any all renewals, modifications, consolidations, replacements and extensions of the foregoing being a “Superior Interest”) without same as well as any substitutions therefor. Tenant agrees that in the necessity event any person, firm, corporation or other entity acquires the right to possession of the Lot and the Building including any mortgagee or holder of any further documentation evidencing estate or interest having priority over this Lease, Tenant shall, if requested by such subordinationperson, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term, provided that such person, firm, corporation or other entity shall enter into a non-disturbance agreement with Tenant in form and substance reasonably satisfactory to Tenant and its counsel. Notwithstanding the foregoing, Tenant shallany mortgagee may, within ten (10) days after Landlord’s requestat any time, execute and deliver subordinate its mortgage to Landlord a document evidencing the subordination of this Lease Lease, without Tenant's consent, by notice in writing to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 thereupon this Lease shall continue be deemed prior to such mortgage without regard to their respective dates of execution and delivery, and in full force and effect as a direct lease between that event, such mortgagee shall have 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 same rights with respect to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as though it had been executed prior to the execution and delivery of the mortgage. Landlord shall obtain, prior to the Commencement Date, a result of non-disturbance agreement in form and substance reasonably satisfactory to Tenant and its counsel, from the Landlord's mortgagee. Tenant, if requested by Landlord, shall execute any such foreclosure instruments in recordable form as may be reasonably required by Landlord in order to confirm or other proceedingseffect the subordination, Tenant shall enter in to a new lease with Purchaser on the terms non-disturbance and conditions attornment provisions 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestSection.

Appears in 1 contract

Samples: Collagenex Pharmaceuticals Inc

Subordination and Attornment. 22. This Lease lease is expressly made and shall be subject and subordinate to all mortgages, deeds of trust or other encumbrances, and any mortgageand all renewals, deed of trustextensions, ground leasemodifications, underlying lease consolidations and replacements thereof, now or like encumbrance hereafter affecting all or any part portion of the Real Property Building (except to the extent any such instrument shall expressly provide that this lease is superior thereto); provided, however, such subordination shall not be effective unless and until the mortgagee, trustee or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, beneficiary shall execute and deliver to Landlord Tenant a document evidencing non-disturbance agreement pursuant to which such mortgagee, trustee or beneficiary agrees that Tenant's possession of the Premises and rights and privileges under this lease shall not be disturbed on account of any foreclosure or conveyance in lien of foreclosure, if Tenant is not in default under this lease and so long as Tenant shall pay all Rent and observe and perform all of the provisions set forth in this lease. This clause shall be self-operative and no further instrument of subordination shall be required in order to effectuate it. Nevertheless, Tenant shall execute and deliver promptly any certificate or other assurance in confirmation of this Lease to such subordination requested by any mortgagee, beneficiary under a particular Superior Interestdeed of trust or by Landlord. Tenant hereby irrevocably appoints Landlord Landlord, its successors and assigns as Tenant’s 's attorney-in-fact to execute and deliver any such instrument in the name certificates and other assurances for and on behalf of Tenant Tenant, if Tenant fails to do so within such timeas provided above. If In the event any proceedings are brought for the foreclosure of any mortgage, deed of trust or other encumbrance to which this lease is subject and subordinate, Tenant shall, upon request of the party succeeding to the 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 proceedings, automatically attorn to and become the tenant of such successor in interest without change in the terms of this lease. Tenant shall on request by and without cost to Landlord or such successor in interest, execute and deliver any instruments confirming such attornment. The lien of any mortgages shall not cover any trade fixtures or other proceedings, personal property paid for and installed in the Leased Property by Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof(or any persons claiming under Tenant) without any contribution or reimbursement therefor by Landlord. 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.STATEMENT OF PERFORMANCE

Appears in 1 contract

Samples: Industrial Lease (Dailey Petroleum Services Corp)

Subordination and Attornment. This Tenant subordinates its rights under this Lease is expressly to the lien of any mortgages, or the lien resulting from any other method of financing or refinancing, now or hereafter in force against the Premises or the Building, and to all advances made subject and subordinate or hereafter to be made upon the security thereof; provided, however, that any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part such subordination shall be understood to include a commercially reasonable non-disturbance clause which will permit the Tenant to remain in possession of the Real Property Premises under the terms of this Lease so long as the Tenant is not in default hereunder; and provided, further, that any subordination provisions contained in a mortgage constituting a lien upon the Premises shall not in any way modify or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to amend any of the foregoingterms of this Lease. This section shall be self-operative and no further instrument of subordination shall be necessary, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, but Tenant shall, shall within ten (10) days after Landlord’s request, execute and deliver to following written request by Landlord 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 and all documents evidencing such instrument in the name of Tenant if Tenant fails subordination and failure to do so within such timeshall constitute an Event of Default under this Lease. If In the interest of Landlord event any proceedings are brought for the foreclosure of, or in the Real Property event of exercise of the power of sale under, any mortgage made by the Landlord covering the Premises or in the Building event a deed is transferred to any person (“Purchaser”) pursuant to or given in lieu of foreclosure or other proceedings for enforcement of any Superior Interestsuch mortgage, upon receipt of notice thereof and assumption of the obligations of Landlord hereunder by the purchaser or grantee in lieu of foreclosure, Tenant shall immediately attorn to the Purchaserpurchaser, and this Lease shall continue or grantee in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinlieu of foreclosure, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including upon any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingssale, Tenant and shall enter recognize such purchaser, or grantee in to a new lease with Purchaser on lieu of foreclosure, as the terms and conditions of Landlord under 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Appears in 1 contract

Samples: Lease (Quixote Corp)

Subordination and Attornment. This Lease is expressly made subject and Lease, at Landlord's option, shall be subordinate to any mortgage, deed of trusttrust (now or hereafter placed upon the Building Complex), ground lease, underlying lease or like encumbrance affecting declaration of covenants (hereafter placed upon the Building Complex) regarding maintenance and use of any part areas contained in any portion of the Real Property Building Complex, and to any and all advances made under any mortgage or any interest deed of Landlord therein which is now existing or hereafter executed or recordedtrust and to all renewals, any present or future modificationmodifications, amendment or supplement consolidations, replacements and extensions hereof. Tenant agrees, with respect to any of the foregoingforegoing documents, that no documentation other than this Lease shall be required to evidence such subordination except that in the event that Tenant is required to execute a subordination agreement in favor of any lender of the building, Tenant shall not be required to execute any such subordination unless such lender shall provide Tenant with a non-disturbance agreement providing that in the vent of any foreclosure, so long as Tenant is not in default, Tenant’s right to possession of the Premises shall not be disturbed by any foreclosure. Tenant agrees to execute such documents as may be required to effectuate such subordination of the lien of any mortgage or deed of trust, as the case may be, and by failing to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after Landlord’s requestwritten demand, execute Tenant does hereby make, constitute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints appoint Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails Tenant's name, place and stead, to do so within such timeso. If the interest This power of Landlord in the Real Property or the Building attorney is transferred coupled with an interest. Tenant hereby attorns 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale, through foreclosure of a deed of trust or other proceedings, Tenant shall enter in to a new lease 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 mortgage or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestotherwise.

Appears in 1 contract

Samples: Office Lease (Solera National Bancorp, Inc.)

Subordination and Attornment. 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 will then be subject and subordinate to such underlying lease and any extensions or modifications thereof. This Lease is expressly made and all of Tenant's rights hereunder shall also be subject and subordinate to any mortgagemortgage or mortgages (and the liens thereof) now or at any time hereafter in force against the Building, the Land and/or the underlying leasehold estate, and to all advances made or hereafter to be made upon the security thereof; provided, however, that such subordination shall be conditioned upon the Mortgagee under any such mortgage agreeing, in writing, that a foreclosure of such mortgage or the giving of a deed in lieu of trustforeclosure shall not terminate this Lease, ground and Tenant may remain In possession of the Premises pursuant to the terms of this Lease, as long as Tenant is not in default beyond the expiration of any applicable cure period set forth in Section 15.1 of this Lease (a "Non- ------------ Disturbance Agreement"). A Non-Disturbance Agreement may be contained in an instrument signed by the Mortgagee only, or in an agreement entered into by Tenant and any such Mortgagee. For purposes of this Lease, "Mortgagee" shall mean the mortgagee, from time to time, under any mortgage granted by Landlord and now or hereafter encumbering the Property or any portion thereof or interest therein. Tenant hereby acknowledges that as of the date hereof, Bank One, Chicago, NA, 000 X. Xxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000 is a Mortgagee. Tenant shall execute such further reasonable instruments subordinating this Lease to any such mortgage or mortgages (and containing such other terms and agreements as are customarily contained in such instruments) as Landlord from time to time may reasonably request, provided that any such instrument contains a Non-Disturbance Agreement. Tenant covenants and agrees that, if by reason of any default on the part of Landlord herein as tenant under said underlying lease, or as 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 like encumbrance affecting any part the Mortgagee of such mortgage, as the Real Property case may be, will attorn to and recognize such landlord or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of Mortgagee as the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after "Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of " under this Lease to a particular Superior InterestLease. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact further agrees to execute and deliver at any such instrument in the name time upon request of Tenant if Tenant fails Landlord, any Mortgagee or any party which shall succeed to do so within such time. If the interest of Landlord as tenant under said underlying lease, any instrument to evidence such attornment and containing such other terms and agreements as are customarily contained in such instruments. Tenant waives the provision of any law now or hereafter in effect which may give to Tenant any right of election to terminate this Lease or to surrender possession of the Premises in the Real Property event any proceeding is brought by landlord under said underlying lease or the Building is transferred Mortgagee under any such mortgage to terminate said underlying lease or foreclose such mortgage, as long as any such Mortgagee has provided a Non-Disturbance Agreement. At the election of any Mortgagee (expressed in a document signed by such Mortgagee), such Mortgagee may make all or some of Tenant's rights and interests in this Lease superior to any person (“Purchaser”) pursuant mortgage held by such Mortgagee and the lien thereof. Landlord will use best efforts to or obtain a Subordination, Non-Disturbance and Attornment Agreement from its current Mortgagee in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and form attached hereto as Exhibit H as soon as possible --------- after 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 is executed 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Lease (Omnicell Com /Ca/)

Subordination and Attornment. This Lease Lessee shall insert in -------------------------------------------- each sublease permitted under Section 23.1 provisions to the effect that (a) such sublease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part all of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, terms and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination provisions of this Lease and to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument the rights of Lessor hereunder, (b) in the name of Tenant if Tenant fails to do so within such time. If the 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 event this Lease shall continue in full force terminate before the expiration of such sublease, the sublessee thereunder will, at Lessor's option, attorn to Lessor and effect waive any right the sublessee may have to terminate the sublease or to surrender possession thereunder 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 result of the termination of this Lease and (c) in the event the sublessee receives a written notice from Lessor or Lessor's assignees, if any, stating that there is an Event of Default under this Lease, the sublessee, shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as a result such party may direct until advised that such Event of such foreclosure Default is no longer outstanding. All rentals received from the sublessee by Lessor or Lessor's assignees, if any, shall be credited against amounts owing by Lessee under this Lease. Lessor agrees that notwithstanding any default, termination, expiration, sale, entry or other proceedings, Tenant shall enter in act or omission of Lessee pursuant to a new lease with Purchaser on the terms and conditions of this Lease applicable Lease, or at law or in equity, Tenant's possession shall not be disturbed unless such possession may otherwise be terminated pursuant to the remainder terms of the term hereofapplicable Tenant Lease. Notwithstanding the subordination of this Lease Lessor hereby agrees, upon Lessee's request, to Superior Interests as set forth above, the holder execute a nondisturbance agreement in favor of any Superior Interest may at Tenant or in favor of any time (including as part sublessee under any sublease permitted under Section 23.1 above; provided that the Tenant or any such sublessee has acknowledged all of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have the foregoing provisions and executed all documents required by this Lease be prior and superior to such Superior InterestSection 23.2.

Appears in 1 contract

Samples: Lease Agreement (Emeritus Corp\wa\)

Subordination and Attornment. 30.1 This Lease is expressly made subject and Lease, at Landlord's option, shall be subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modificationmortgage or deed of trust encumbering any Building included in the Premises (a "Mortgage") (to the extent of the portion of the Premises encumbered by such Mortgage, amendment ground lease or supplement declaration of covenants regarding maintenance and use of any areas contained in any portion of the Buildings), and to any and all advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. Tenant agrees, with respect to any of the foregoingforegoing documents other than any SNDA required hereunder, that no documentation other than this Lease shall be required to evidence such subordination. If any holder of a Mortgage ("Holder") 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 (or make reasonable good faith corrective comments to) such documents as may be further required to evidence such subordination or to make this Lease prior to the lien of any Mortgage, as the case may be, and by failing to any advances made thereunder do so within ten (any 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 foregoing being Buildings, whether or not such ownership is acquired as a “Superior Interest”) without the necessity result of any further documentation evidencing such subordinationa sale through foreclosure or otherwise. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver as a condition to Landlord a document evidencing the subordination of this Lease to any Mortgage, Landlord shall provide a particular Superior InterestNon-Disturbance Agreement ("SNDA") from any Holder in a commercially reasonable form acceptable to Tenant and such Holder in their sole discretion. Landlord represents to Tenant hereby irrevocably appoints Landlord that as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 proceedingsEffective Date, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder there is no (a) Mortgage encumbering any portion of the term hereof. Notwithstanding Project or (b) ground lease affecting any of 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestBuildings.

Appears in 1 contract

Samples: Lease Agreement (Penumbra Inc)

Subordination and Attornment. A. This Lease is expressly made shall be subject to and subordinate to any mortgage, deed and all mortgages or deeds of trust, ground regardless of whether such lease, underlying lease mortgages or like encumbrance affecting deeds of trust now exist or may hereafter be created with regard to all or any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement Premises and to any of the foregoingand all advance to be made thereunder, and to any advances made thereunder the interest thereon, and all modifications, consolidations, renewals, replacements, and extensions thereof (any of the foregoing being collectively, a “Superior InterestMortgage) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing); provided, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver as a condition precedent to Landlord a document evidencing the subordination of this Lease to any Mortgage, the holder of such Mortgage must enter into a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as subordination, non-disturbance and attorment agreement (an “SNDA”), in form and substance reasonably acceptable to Tenant, pursuant to which it agrees (i) not to disturb Tenant’s attorney-in-fact to execute leasehold interest and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 rights under this Lease shall continue in full force and effect as a direct lease between or Tenant’s possession of the Purchaser and Tenant on the terms and conditions set forth hereinPremises, provided that Purchaser acquires and accepts the Real Property or foregoing shall not limit the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease remedies available hereunder as a result of such any Event of Default, (ii) to recognize Tenant’s rights under this Lease, (iii) to be bound by this Lease and perform the Landlord’s obligations hereunder in the event it acquires title to the Premises by foreclosure or other proceedingsmeans, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding (iv) the subordination of this Lease to Superior Interests as set forth above, the holder of its Mortgage shall not increase Tenant’s obligations or liabilities under this Lease or decrease Tenant’s rights under this Lease. Tenant also agrees that any Superior Interest mortgagee may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease prior to the lien of its Mortgage, and in the event of such election and upon notification by such mortgagee to Tenant to that effect, this Lease shall be deemed prior to the lien of its mortgage, whether this Lease is dated prior to or subsequent to the date of said Mortgage. In the event there is any Mortgage entered into or recorded prior to the execution of this Lease and superior the recording of this Lease or a memorandum hereof, then Landlord must cause the holder of such Mortgage to such Superior Interestexecute and deliver an SNDA, in form and substance reasonably acceptable to Tenant, simultaneously with the execution of this Lease.

Appears in 1 contract

Samples: Lease Agreement (Global Medical REIT Inc.)

Subordination and Attornment. Landlord represents and warrants to Tenant that, as of the date of this Lease, no Mortgages have been placed upon the Premises by Landlord. This Lease is expressly made shall be subject and subordinate to all Mortgages hereafter placed upon the Premises, and all other encumbrances and matters of public record applicable to the Premises. If any mortgageforeclosure proceedings are initiated by any Holder or a deed in lieu of such foreclosure is granted, Tenant agrees, upon written request of any such Holder, purchaser at foreclosure sale or grantee of a deed in lieu of trustforeclosure, to attorn and pay Rent to such party and to execute 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, so long as Tenant does not default and fail to cure within the time permitted hereunder). However, in the event of attornment, 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 might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any future modification of this Lease not consented to by such party. Any Holder may elect to make this Lease prior to the lien of its Mortgage by giving written notice to Tenant, and if the Holder of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage. No such subordination shall be effective unless and until Landlord obtains from the Holder a nondisturbance agreement in recordable form, on terms consistent with the foregoing paragraph, providing that in the event of any foreclosure, sale under a power of sale, ground leaseor master lease termination, underlying lease or like encumbrance affecting any part transfer in lieu of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of or the foregoing being a “Superior Interest”) without the necessity exercise of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 other remedy under any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.encumbrance:

Appears in 1 contract

Samples: Lease (Impax Laboratories Inc)

Subordination and Attornment. This Lease is expressly made shall be subject and subordinate at all times to the lien of all mortgages and trust deeds in any mortgage, deed of trust, ground lease, underlying lease amount or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is amounts whatsoever now existing or hereafter executed placed on or recordedagainst the Building or the Premises or on or against Landlord's interest or estate therein, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) all without the necessity of any having further documentation evidencing instruments executed on the part of Tenant to effectuate such subordination; provided that in the event of a foreclosure of any such mortgage or trust deed or any other action or proceeding for the enforcement thereof, or of any sale or exchange of property, this Lease will not be barred, terminated, cut off, abated, or foreclosed, nor will the rights and possession of Tenant hereunder be disturbed if there shall exist no Event of Default with respect to the payment of Rent or any other Event of Default hereunder. Notwithstanding Tenant shall attorn to the foregoingpurchaser at any such foreclosure, sale or other action or proceeding or, if requested, enter into a new lease for the balance of the Term then remaining upon the same terms and provisions as are in this Lease contained. Tenant shall, within ten (10) days after Landlord’s request, agrees to execute and deliver to Landlord a document upon demand such further instruments evidencing the such subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver the lien of any such instrument in the name of Tenant if Tenant fails to do so within such timemortgages or trust deeds as may be required by Landlord. If Landlord's right to receive payment under this Lease is disputed, or Tenant receives a request to change the interest payee, Tenant "may not" withhold payments required under this Lease, and during the term of Lease, unless notified by Landlord in the Real Property or the Building is transferred to any person writing (“Purchaser”) pursuant to paragraph XX) or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestunless notified by law, Tenant shall immediately attorn all payments will be made to the PurchaserLandlord, Xxxx 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestXxxxx Xxxxxxxxxx.

Appears in 1 contract

Samples: Commercial Lease (Carbiz Inc)

Subordination and Attornment. THIS LICENSE IS NOT INTENDED TO CREATE A LEASE OR ANY OTHER INTEREST IN REAL PROPERTY IN FAVOR OF LICENSEE, BUT MERELY CREATES A REVOCABLE LICENSE IN ACCORDANCE WITH THE TERMS HEREOF. LICENSEE ACKNOWLEDGES THAT ITS AGREEMENT TO TREAT THIS AGREEMENT AS A LICENSE FORMED A MATERIAL PART OF THE CONSIDERATION FOR LICENSOR’S AGREEMENT TO ENTER INTO THIS LICENSE. This Lease is expressly made License shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against Xxxxxx Xxxxxx Xxxx xx Xxxxxx Xxxxxx Xxxx, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Agreement be superior thereto. Upon any mortgage, deed of trust, ground lease, underlying lease termination or like encumbrance affecting any part of the Real Property foreclosure (or any interest delivery of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or deed in lieu of foreclosure or other proceedings for enforcement foreclosure) of any Superior InterestSecurity Agreement, Tenant Licensee, upon request, shall immediately attorn attorn, without deduction or set-off, to the Purchaser, Security Holder or purchaser or any successor thereto and this Lease shall continue in full force and effect recognize such party as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, licensor hereunder provided that Purchaser acquires such party agrees not to disturb Licensee’s occupancy so long as Licensee timely pays all sums due hereunder and accepts otherwise performs its obligations hereunder. Within 10 days after request by Licensor, Licensee shall execute such further instruments as Licensor may reasonably deem necessary to evidence the Real Property subordination or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination superiority of this Lease as License to any Security Agreement. Licensee waives any right it may have under Applicable Laws to terminate or otherwise adversely affect this Agreement or Licensee’s obligations hereunder upon a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestforeclosure.

Appears in 1 contract

Samples: Rooftop Amenity License Agreement

Subordination and Attornment. This Lease is expressly made subject Tenant agrees that it shall, and hereby does by these terms, fully, absolutely and unconditionally subordinate its rights hereunder to the lien of 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 which is and all Mortgages now existing or hereafter executed placed against Landlord's (or recordedits successor's) interest, and alternatively, any present or future modification, amendment all the buildings now or supplement hereafter built or to any of be built in the foregoing, Office Park by Landlord and to any advances and all advances, without limitation, made or to be made thereunder (and to the interest thereon and to all renewals, replacements, consolidations and extensions thereof and that Tenant will from time to time promptly execute upon demand and without charge such documents 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, without charge, all other documents which any Mortgagee or any ground lessor may reasonably request Tenant to enter into and execute, including a subordination, non-- disturbance and attornment agreement. The Tenant shall promptly on request attorn to any Mortgagee, or to the future owner(s) of the foregoing being Building, or the purchaser at any foreclosure or sale under proceedings taken under any Mortgage, and shall recognize such Mortgagee, owner or purchaser as the Landlord under this Lease. Provided, however, that as a “Superior Interest”) without condition to such subordination and attornment, the necessity holder of any further documentation evidencing such subordination. Notwithstanding mortgage shall enter into a written agreement with Tenant, in a form required by the foregoingmortgage holder, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 effect that in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu event of foreclosure or other proceedings for enforcement of any Superior Interestaction taken under the mortgage by the holder thereof, Tenant shall immediately attorn to the Purchaser, and this Lease and the rights of Tenant hereunder shall not be disturbed but shall continue in full force and effect so long 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 remain in to a new lease with Purchaser on the terms good standing 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 Superior Interest), upon written notice to Tenant, elect to have this Lease not be prior and superior to such Superior Interestin default hereunder.

Appears in 1 contract

Samples: Lease (American Capital Holdings Inc)

Subordination and Attornment. This SUBJECT TO THE PROVISIONS OF THE FOLLOWING PARAGRAPH OF THIS SECTION 12.02, it is a condition of this Lease is expressly made and the Tenant's rights granted hereunder that this Lease and all of the rights hereunder are and shall at all times be subject and subordinate to any mortgageand all Mortgages from time to time in existence against the Lands. Upon request, deed the Tenant shall subordinate the Lease and all of trust, ground lease, underlying lease or like encumbrance affecting any part of its rights hereunder in such form as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement reasonably requires to any of the foregoingand all Mortgages, and to any all advances made thereunder (any of or hereafter to be made upon the foregoing being a “Superior Interest”) without security thereof and, if requested, the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 holder thereof. Any subordination will provide that the rights of the Tenant under this Lease shall continue not be interfered with so long as the Tenant is not in full force and effect default hereunder. The form of such subordination shall be as required by the Landlord or any Mortgagee. The Landlord shall use reasonable efforts to obtain a direct lease between non-disturbance agreement in writing from any Mortgagee. such non-disturbance agreement shall be provided to the Purchaser and Tenant on the terms and conditions set forth hereinTenant, provided that Purchaser acquires the Tenant is not then in material default, the Tenant having been provided sufficient Notice of such default with an adequate opportunity to rectify same, as provided in the Lease, and accepts shall entitle the Real Property or Tenant to remain undisturbed in its possession of the Building Leased Premises 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 with Purchaser on the terms and conditions of this Lease applicable to Lease, notwithstanding the remainder exercise of any and all of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder rights of any Superior Interest may at such Mortgagee and the Tenant shall not be bound to subordinate or postpone to any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestfuture Mortgage unless a non-disturbance agreement is provided.

Appears in 1 contract

Samples: Alliance Data Systems Corp

Subordination and Attornment. a. This Lease is expressly made subject and subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 and automatically 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. Notwithstanding the foregoing, provided that Purchaser acquires and accepts if a Superior Interest is created following the Real Property or the Building subject to execution of this Lease. Upon Purchaser’s request, including any Landlord's delivery to Tenant of a non-disturbance agreement on such request made by reason of the termination of this Lease as holder's standard institutional form shall be a result of such foreclosure or other proceedings, Tenant shall enter in condition to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order 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 obtain such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Appears in 1 contract

Samples: Office Lease (Ask Jeeves Inc)

Subordination and Attornment. This Lease is expressly made subject and subordinate Prior to any mortgagethe Projected Commencement Date, Landlord shall provide Tenant with reasonable nondisturbance agreements pursuant to which each existing holder of a mortgage or deed of trusttrust or lessor under a ground lease shall agree that Tenant shall not be disturbed in the event of sale, ground lease, underlying lease foreclosure or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which other actions so long as Tenant is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, not in default hereunder. Tenant covenants and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallagrees that, within ten (10) business days after from Landlord’s written request, it will execute and deliver to without further consideration instruments reasonably requested by Landlord a document evidencing the subordination of or Landlord's mortgagee subordinating 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 the name manner requested by Landlord to all ground or underlying leases and to the lien of Tenant if Tenant fails to do so within such time. If the interest any mortgage and/or any deed of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure trust or other proceedings for enforcement of encumbrance which may now or hereafter affect the Premises and/or the Project, or any Superior Interestportion DOCSSB/108279v20/100382-1006 thereof, together with all renewals, modifications, consolidations, replacements or extensions thereof; provided that any lienor or encumbrancer relying on such subordination or such additional agreements will covenant with Tenant shall immediately attorn to the Purchaser, and that this Lease shall continue remain in full force and effect as a direct lease between the Purchaser effect, and Tenant on shall not be disturbed in the terms event of sale, foreclosure or other actions so long as Tenant is not in default hereunder. Tenant agrees to attorn to the successor in interest of Landlord following any transfer of such interest either voluntarily or by operation of law and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to recognize such successor as Landlord under this Lease. Upon Purchaser’s requestHowever, including if Landlord or any such request made by reason of the termination of ground lessor or mortgagee so elects, this Lease as a result shall be deemed prior in lien to any ground lease, mortgage, deed of such foreclosure trust or other proceedingsencumbrance upon or including the Premises regardless of date of recording, and Tenant shall enter will execute a statement in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior writing to such Superior Interest.effect at Landlord's request

Appears in 1 contract

Samples: Industrial Lease (Appfolio Inc)

Subordination and Attornment. This LESSEE accepts this Lease is expressly made subject and subordinate to any mortgagemortgage or mortgages (including, deed without limitations, the notes or other obligations secured thereby and any and all renewals, modifications, consolidations, replacements or extensions of trustany such mortgages or the notes or other obligations secured thereby) now in existence or hereinafter made by LESSOR from time to time, ground lease, underlying lease affecting the title to the Leased Premises (or like encumbrance affecting any part thereof) or LESSOR’s interest therein, provided that upon the request of LESSOR or the Real Property or holder of any interest of Landlord therein such mortgage (“Mortgagee”), LESSEE shall enter into a written agreement with the Mortgagee (which is now existing or hereafter executed or recordedagreement shall be provided at LESSOR’s expense, any present or future modification, amendment or supplement to any of the foregoingin a recordable form, and in form and substance reasonably satisfactory to any advances made thereunder LESSOR, the Mortgagee and LESSEE) providing that (any of the foregoing being a “Superior Interest”i) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease and LESSEE’s interests hereunder shall be subordinate to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute the mortgage and deliver any such instrument the obligations secured thereby, (ii) in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu event of foreclosure or other proceedings for enforcement of any Superior Interestaction taken under the mortgage by the Mortgagee, Tenant shall immediately attorn to the Purchaser, and this Lease and the rights of LESSEE shall not be disturbed or diminished, but shall continue in full force and effect so long as a direct lease between the Purchaser and Tenant on LESSEE complies with the terms hereof; (iii) the Mortgagee shall permit insurance proceeds and conditions set forth herein, provided that Purchaser acquires proceeds from condemnation awards to be used for any restoration and accepts the Real Property repair required or the Building subject to permitted by this Lease; and (iv) LESSEE shall attorn and recognize the Mortgagee as LESSOR hereunder. Upon PurchaserLESSOR shall use LESSOR’s requestbest efforts to obtain such a subordination, 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 with Purchaser on the terms non-disturbance 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, attornment agreement benefitting LESSEE from the holder of any Superior Interest may at mortgage made by LESSOR after the Commencement Date. As used herein, “mortgage” shall include mortgages, deeds of trust, deeds to secure debt or other similar instruments, and any time (including as part modifications or extensions of same. Sample Should LESSOR sell, convey or transfer its interest in the Leased Premises or should any mortgagee of LESSOR succeed to LESSOR’s interest through foreclosure or other proceedings for enforcement of deed in lieu thereof, LESSEE shall attorn to such Superior Interest), upon written notice to Tenant, elect to have succeeding party as the lessor under this Lease promptly upon any such succession, provided that such succeeding party assumes all of LESSOR’s duties and obligations under this Lease. Such succeeding party shall not be liable for any of LESSOR’s obligations and duties hereunder prior to its assumption of LESSOR’s duties and superior obligations hereunder. LESSEE also accepts this Lease subject and subordinate to all instruments and documents of record in the chain of fee title to the Leased Premises; provided, however, that no such Superior Interestinstrument or document shall be such that prohibits or materially hinders or restricts, or imposes any obligations upon, LESSEE’s use and occupancy of the Leased Premises as provided in this Lease.

Appears in 1 contract

Samples: Lease Agreement

Subordination and Attornment. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedProject (each, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior InterestLease); (b) without all mortgages or deeds of trust encumbering all or any portion of the necessity Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter to be made under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any further documentation evidencing Superior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such subordinationinterests in clauses (a) through (e) collectively, whether in existence as of the date of this Lease, or first encumbering all or any portion of the Project after the date of this Lease, being referred to as the “Superior Interests,” and each holder of any such Superior Interest [including its successors in interest], a “Superior Interest Holder”). Landlord hereby represents to Tenant that there is no Superior Interest which exists as of the date of this Lease. Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten at any time, to subordinate its Superior Interest to the lien of this Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed (10) days after such party so succeeding to Landlord’s requestrights herein called “Successor Landlord”), execute then Tenant shall attorn to and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints recognize such Successor Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense that accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord, unless such modification is made before Tenant receives written notice of the Superior Interest held by such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth herein, provided that Purchaser acquires in this Section 22.2 shall be self-operative and accepts the Real Property or the Building subject no further agreement of Tenant shall be necessary in order to this Lease. Upon Purchaser’s request, including effect any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingssubordination and attornment; however, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable respect to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder interest of any Superior Interest may at Holder first encumbering all or any time (including as part portion of foreclosure or other proceedings for enforcement the project after the date of such Superior Interest), upon written notice this Lease and to Tenant, elect to have which Landlord intends that this Lease be prior subordinate to the interest of the Superior Interest Holder, Landlord shall provide to Tenant a Subordination, Non-Disturbance and superior Attornment Agreement (an “SNDA”) on a commercially reasonable form (in the context of a creditworthy tenant similar to the creditworthiness of Tenant and occupying space in a first class office central business district high rise office building located in a major metropolitan city such Superior Interestas Los Angeles, Chicago, New York or San Francisco) of an institutional lender or major life insurance company.

Appears in 1 contract

Samples: Lease Agreement (JMP Group LLC)

Subordination and Attornment. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Txxxxx’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) business days after written request from Landlord’s request, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Txxxxx acknowledges and agrees that its failure to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument statement in the name of Tenant if Tenant fails to do so within such timea timely manner is a Default under this Lease. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person (“Purchaser”) pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant 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 to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on is not in default beyond any applicable cure period hereunder at the terms time of transfer to New Owner, this Lease shall remain in full force and conditions set forth herein, provided that Purchaser acquires effect and accepts the Real Property or the Building subject to this Lease. Upon PurchaserNew Owner shall not disturb Tenant’s request, including any such request made by reason use and possession of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofPremises. Notwithstanding the subordination of anything in this Lease to Superior Interests as set forth abovethe contrary, neither the holder of any Superior Interest may at any time Mortgage, its successors or assigns (including as part whether or not it acquires the interest of Landlord under this Lease by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any New Owner shall be liable for enforcement any act, omission and/or breach of such Superior Interest)the Lease by Landlord other than continuing defaults, upon written notice to Tenantor bound by (a) any offsets or defenses which Tenant might have against Landlord, elect to have (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease be made subsequent to the granting of the Mortgage by Landlord without its prior and superior to such Superior Interestwritten consent, (d) the application of insurance or condemnation proceeds or the restoration of the Premises by Landlord in the event of a casualty loss thereto or a taking thereof, (e) the commencement or completion of any construction or restoration, or (f) restrictions on the use of other properties owned by Landlord for purposes which compete with Tenant.

Appears in 1 contract

Samples: Lease Agreement (Tailwind Acquisition Corp.)

Subordination and Attornment. This Lease is expressly made subject and subordinate 18.1. Notwithstanding anything contained herein to the contrary, Xxxxxx’s ownership interest in the 2024 Tax-Exempt Facilities shall be superior to any mortgage, leasehold mortgage or deed of trusttrust on the 2024 Tax-Exempt Facilities (including the Deed of Trust), ground lease, underlying lease and such leasehold mortgage or like encumbrance affecting any part deed of trust shall take subject to same with the intent of the Real Property parties being that a foreclosure of such leasehold mortgage or deed of trust shall in no event eliminate Lessor’s ownership interest. In addition, any such leasehold mortgage or deed of trust shall survive the termination of the Facilities Lease (including, without limitation, a rejection of this Facilities Lease in a bankruptcy or other insolvency proceeding) provided that such leasehold mortgagee or deed of trust trustee or beneficiary or any designator successor (the “Successor”) affirmatively assumes all of Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Xxxxxx’s interest or the date of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any termination of the foregoingFacilities Lease, whichever is later; provided that enforcement of any obligations of the Trustee as Successor shall be limited to the Trustee’s interest in property subject to such leasehold mortgage or deed of trust and to the Trust Estate and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the 2024 Tax-Exempt Facilities (in Lessor’s sole discretion), and the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to any advances made thereunder (any of Lessor by the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, Successor within ten (10) business days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such timewritten request from Lessor. If the interest Successor fails to expressly assume in writing all of Landlord in Xxxxxx’s obligations hereunder within the Real Property or the Building is transferred to any person one hundred twenty (“Purchaser”120) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestday period provided above, Tenant shall immediately attorn to the Purchaser, and this Facilities 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 automatically terminate without any such request made by reason further rights of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestredemption.

Appears in 1 contract

Samples: Facilities Lease and Development Agreement (FTAI Infrastructure Inc.)

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant 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, deed 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 trustany mortgage on the Leased Premises, ground leaseTenant 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 purchases by virtue of such foreclosure shall be deemed to have assumed, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest 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 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 therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement 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 the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefor by Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Lease (CSK Auto Corp)

Subordination and Attornment. This Lease is expressly made shall be subordinate and subject to all ground and subordinate underlying leases and to any mortgagefirst mortgages thereon and to any first mortgages covering the fee or ground leasehold interest of the project, deed of trustand to all renewals, consolidations, amendments, modifications or replacements thereof; provided, however, that with respect to any existing ground lease, underlying lease or like encumbrance affecting any part of and/or mortgage, simultaneously with the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination execution of this Lease and, with respect to a particular Superior Interest. Tenant hereby irrevocably appoints any future mortgage or ground or underlying lease, on or before the effective date thereof, Landlord as Tenant’s attorney-in-fact to execute and deliver shall obtain from the mortgagee, or the lessor under any such instrument lease a written agreement with Tenant in substantially the name of Tenant if Tenant fails to do form attached hereto and marked Exhibit H. The agreement shall be binding on their respective legal representatives, successors and assigns and shall provide, among other provisions, that so within such time. If the 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 long as this Lease shall continue be in full force and effect and the Tenant is not in default hereunder beyond any applicable notice and grace periods (1) Tenant shall not be joined as a direct lease between defendant in any proceeding which may be instituted or to foreclose or enforce the Purchaser mortgage or lease; (2) Tenant's possession and Tenant on use of the terms and conditions set forth herein, provided that Purchaser acquires and accepts project in accordance with the Real Property provisions of this Lease shall not be affected or the Building subject to this Lease. Upon Purchaser’s request, including any such request made disturbed by reason of the termination subordination to or any modification of or default under the mortgage or lease; and (3) the mortgagee or lessor will make available to Landlord the insurance proceeds payable under policies of insurance required to be carried by Landlord in Article 21 for the purposes agreed upon in Article 9 If any such lessor or mortgagee or any successor in interest shall succeed to the rights of Landlord under this Lease, whether through possession, surrender, assignment, subletting, judicial or foreclosure action, or delivery of a deed or otherwise, Tenant will attorn to and recognize such successor-landlord as Tenant's landlord and the successor-landlord will accept such attornment and recognize Tenant's rights of possession and use of the Leased Property in accordance with the provisions of this Lease as a result Lease. This clause shall be self-operative and no further instrument of such foreclosure attornment or other proceedings, Tenant recognition shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestrequired.

Appears in 1 contract

Samples: Sublease Agreement (First Albany Companies Inc)

Subordination and Attornment. (a) This Lease is expressly made subject and subordinate to all Mortgages and Superior Leases. At the request of any mortgageMortgagee or Lessor, deed Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale. (b) If a Lessor or Mortgagee or any other person or entity shall succeed to the rights of trustLandlord under this Lease, ground lease, underlying whether through possession or foreclosure action or the delivery of a new lease or like encumbrance affecting any part deed, then at the request of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement successor landlord and upon such successor landlord’s written agreement to any of the foregoing, accept Tenant’s attornment and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingrecognize Tenant’s interest under this Lease, Tenant shall, within ten (10) days after Landlord’s request, execute shall be deemed to have attorned to and deliver to recognized such successor landlord as Landlord a document evidencing the subordination under this Lease. The provisions of this Lease Section 9.1 are self-operative and require no further instruments to a particular Superior Interest. give effect hereto; provided, however, that Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to shall promptly execute and deliver any instrument that such instrument in successor landlord may reasonably request (i) evidencing such attornment, (ii) setting forth the name terms and conditions of Tenant if Tenant fails to do so within such time. If the 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 PurchaserTenant’s tenancy, and (iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase Tenant’s other obligations or materially and adversely affect Tenant’s rights under this Lease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such successor landlord and Tenant on upon all of the terms terms, conditions and conditions covenants 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 in this Lease as a result except that such successor landlord shall not be (A) liable for any act or omission of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable Landlord (except to the remainder of extent such act or omission continues beyond 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 date when such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.successor landlord succeeds to

Appears in 1 contract

Samples: Lease Agreement

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly made automatically subject and subordinate to all leases in which Landlord is lessee and to any mortgagemortgage or deed of trust now in force against the Building and/or Project, and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof. Tenant further acknowledges that this Lease shall automatically 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/or Project, and to all advances made or hereafter to be made thereunder. All such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior Instruments." Tenant also agrees that if the holder of any Superior Instrument elects to have this lease be 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, . Tenant further agrees to execute and deliver to Landlord such further instru­ments consenting to or confirming the subordination of this Lease to any mortgage and to any ground lease, underlying lease and containing such other related provisions which may be reasonably requested in writing by Landlord, or like encumbrance affecting any part of the Real Property by Landlord’s mortgagee or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallground lessor, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 receipt of such written request. As long as Tenant is not in Default under this Lease, this paragraph shall not result in a disturbance or interference with Tenant’s Permitted Usage of the Premises or Tenant’s rights hereunder. In the event of any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under 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 hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Premises subject to this Leaselease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason foreclosure sale or transfer. As long as Tenant is not in Default under this Lease, this paragraph shall not result in a disturbance or interference with Tenant’s Permitted Usage of the termination Premises or Tenant’s rights hereunder. Tenant and Landlord shall execute Landlord’s existing mortgage lender’s current form of this Lease as Subordination, Nondisturbance And Attornment Agreement (a result copy of such foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice which has been provided to Tenant, elect ). Landlord will then use commercially reasonable efforts to have this Lease be prior and superior to such Superior Interestobtain the lender’s signature thereon.

Appears in 1 contract

Samples: Lease (Ultimate Software Group Inc)

Subordination and Attornment. This Landlord may transfer, assign, mortgage and convey to whole or to part the Building or the Land, and any and all of its rights under this Lease, and nothing herein shall be construed as a restriction on Landlord's right to do so. Tenant hereby subordinates this Lease is expressly made subject and subordinate all rights of Tenant hereunder to the lien of any mortgage, mortgage or deed of trusttrust now or hereafter placed against the Premises. and all renewals, ground leasesubstitutions and extensions thereof, underlying lease and all such liens are superior to and prior to this Lease. If a mortgagee or like encumbrance affecting other lienholder acquires the Premises as a purchaser at a foreclosure sale (any part such mortgagee or other lienholder of purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then cant shall (at the sole and absolute election of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedPurchaser at Foreclosure) thereafter remain bound to the same effect as if a new and identical Lease between the Purchaser at Foreclosure, any present or future modificationas Landlord, amendment or supplement to any and Tenant, as Tenant, had been entered into for the remainder of the foregoing, and to any advances made thereunder (any Term of the foregoing being a “Superior Interest”) without Lease in effect at the necessity time of any further documentation evidencing such subordinationthe foreclosure. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s on request, . execute and deliver any certificate or instrument necessary or desirable further to Landlord a document evidencing effect the subordination of this Lease to the mortgage or deed of trust liens, or to confirm a particular Superior Interestlienholder's election to continue the Lease in effect after foreclosure. as above provided. Tenant shall attorn and pay rent to the Purchaser at Foreclosure as if that party were a signatory to this Agreement. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such certificate or instrument for and on behalf of Tenant. Any lienholder with a lien that covers the Premises has the absolute right at any time to subordinate its lien to this Lease and to Tenant's rights hereunder such that a foreclosure of that lien will result in the name purchase of the affected property subject to the rights of Tenant if hereunder, and Tenant fails has no right or ability to do so within such timeunilaterally prevent that result. If the interest of On an act or omission by Landlord in the Real Property which might allow Tenant to terminate this Lease or the Building is transferred to any person (“Purchaser”) pursuant to claim a partial or in lieu of foreclosure or other proceedings for enforcement of any Superior Interesttotal eviction, 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 not exercise 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 right until (i) it has given written notice to a new lease 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 mortgage. deed of foreclosure trust or other proceedings lien on the Premises. of the act or omission, and (ii) a reasonable period for enforcement remedying the act or omission has elapsed following the giving of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnotice.

Appears in 1 contract

Samples: Office Lease Agreement (Bionumerik Pharmaceuticals Inc)

Subordination and Attornment. (a) This Lease is expressly made Sublease, and all rights of Sublessee hereunder, are and shall be subject and subordinate in all respect to the Original Lease, all present and future ground leases, overriding leases and underlying leases and/or grants of term of the land and/or the Building or the Building Complex now or hereafter existing and to all mortgages, deeds of trust and building loan agreements, including leasehold mortgages, deeds of trust and building loan agreements, which may now or hereafter affect the Building or the Building Complex or any mortgageof such leases, whether or not such mortgages or deeds of trust 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, and to all renewals, modifications, replacements and extensions of such leases and such mortgages or deeds of trust. This Paragraph shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Sublessee shall promptly execute and deliver at its own cost and expense any instrument, in recordable form if required, that Sublessor, the lessor of any such lease or the holder of any such mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any of their respective successors in interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement may request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding The leases to which this Sublease is, at the foregoingtime referred to, Tenant shallsubject and subordinate pursuant to this Paragraph are hereinafter sometimes called “superior lease” and the mortgages or deeds of trust to which this Sublease is, within ten (10) days after Landlord’s requestat the time referred to, execute subject and deliver to Landlord subordinate are hereinafter sometimes called “superior mortgages”. The lessor of 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property superior lease or the Building is transferred beneficiary of a superior mortgage or their successors in interest are hereinafter sometimes collectively referred 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestparty”.

Appears in 1 contract

Samples: Office Building Sublease (Taubman Centers Inc)

Subordination and Attornment. 20.1 This Lease is expressly made and all rights of Tenant hereunder are subject and subordinate in all respects to any mortgage(a) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Land and the Building or any interest portion thereof (collectively, including the applicable items set forth in subdivision (d) of Landlord therein this Section 20.1, the "SUPERIOR LEASE") whether or not the Superior Lease shall also cover other lands or buildings, (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which is may now existing or hereafter executed affect the Land or recordedthe Building (collectively, including the applicable items set forth in subdivisions (c) and (d) of this Section 20.1, the "SUPERIOR MORTGAGE"), whether or not the Superior Mortgage shall also cover other lands or buildings or leases, (c) each advance made or to be made under the Superior Mortgage, and (d) all renewals, modifications, replacements, substitutions and extensions of the Superior Lease and the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form, that Landlord, the landlord under any Superior Lease (the "SUPERIOR LANDLORD") or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity holder of any further documentation evidencing Superior Mortgage (the "SUPERIOR MORTGAGEE") may reasonably request to evidence such subordination. Notwithstanding the foregoingIf Tenant fails to execute, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 acknowledge and deliver any such instrument of subordination within thirty (30) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. Tenant agrees to subordinate this Lease to all future Superior Mortgages and all renewals, modifications, replacements, substitutions of such Superior Mortgage, provided such Superior Mortgagee delivers to the Tenant a subordination, non-disturbance and attornment agreement substantially in the name of Tenant if Tenant fails to do so within such time. If the 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 form attached hereto as EXHIBIT M. Any Superior Interest, Tenant shall immediately attorn to the Purchaser, and Mortgagee may elect that this Lease shall continue have priority over such Superior Mortgage and, upon notification thereof by such Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, in full force and effect as a direct lease between connection with the Purchaser and Tenant on obtaining, continuing or renewing of financing for which the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property Building or the Building subject to this Lease. Upon Purchaser’s requestLand represents collateral, including in whole or in part, any such bank, insurance company, pension fund or other lending institution shall request made by reason of the termination reasonable modifications of this Lease as a result condition of its granting such foreclosure or other proceedingsfinancing, Tenant shall enter in to will not unreasonably withhold its consent thereto, provided that such modifications do not increase the Base Rent or Additional Rent payable by Tenant hereunder or increases the obligations of Tenant hereunder or materially affects beyond a new lease 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 Superior Interest), upon written notice to de minimis degree Tenant, elect to have this Lease be prior and superior to such Superior Interest's rights hereunder.

Appears in 1 contract

Samples: Lease (Agency Com LTD)

Subordination and Attornment. This (a) Provided any Mortgagee agrees to grant nondisturbance protection to Tenant, in form reasonably acceptable to Tenant and as long as Tenant is not in default beyond the period allowed for cure herein, this Lease is expressly made Agreement and all rights of Tenant therein, and all interest or estate of Tenant in the Demised Premises, or any portion thereof, shall be subject and subordinate to the lien of any mortgage, first mortgage first deed of trust, ground leasesecurity instrument or other document of like nature, underlying lease or like encumbrance affecting hereinafter referred to as "Mortgage," which at any part of time may be placed upon the Real Property Demised Premises, or any interest of Landlord therein which is now existing or hereafter executed or recordedportion thereof, any present or future modification, amendment or supplement to any of the foregoingby Landlord, and to any advances replacement, renewals, amendment, modifications, extensions or refinancing thereof, and to each and every advance made thereunder (under any Mortgage. Tenant agrees at any time hereafter, and from time to time on demand of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingLandlord, Tenant shall, within ten (10) days after Landlord’s request, to execute and deliver to Landlord a any instruments, releases or other documents that may be reasonably required for the purpose of subjecting and subordinating this Lease Agreement to the lien of any such Mortgage. It is agreed, nevertheless, that so long as Tenant be not in default in the payment of Base Rent and Additional Rent and the performance and observance of all covenants, conditions, provisions, terms and agreements to be performed and observed by Tenant under this Lease Agreement after the expiration of any applicable cure period, that such subordination agreement or other instrument, release or document evidencing shall not interfere with, hinder or molest Tenant's right to quiet enjoyment under this Lease Agreement, nor the subordination right of Tenant to continue to occupy the Demised Premises, and all portions thereof, and to conduct its business thereon in accordance with the covenants, conditions, provisions, terms and agreements of this Lease to a particular Superior InterestAgreement. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver The lien of any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure Mortgage shall not cover Tenant's trade fixtures or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue personal property located in full force and effect as a direct lease between the Purchaser and Tenant or 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestDemised Premises.

Appears in 1 contract

Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)

Subordination and Attornment. This Landlord shall deliver to Tenant commercially reasonable non-disturbance agreement(s) in favor of Tenant for any ground lessors, mortgage holders or lien holders of Landlord who come into existence with respect to the Building at any time prior to the expiration of the Lease Term, and such delivery shall be a condition precedent to Tenant’s agreement to be bound by the terms of this Article 20. Subject to the foregoing, this Lease is expressly made subject and subordinate to any mortgage, deed of trust, all ground lease, or underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, leases and to any advances made thereunder (any of first mortgage(s) which may now or hereafter affect those leases or the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationland and to all renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding the foregoingThis subordination shall be self-operative; however, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver to promptly any instrument that Landlord a document evidencing the subordination of this Lease to a particular Superior Interestor any first mortgagee may request confirming subordination. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument on behalf of Tenant. Before any foreclosure sale under a mortgage, the mortgagee shall have the right to subordinate the mortgage to this Lease, and, in the name event of Tenant if Tenant fails to do so within such time. If the 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 Interesta foreclosure, Tenant shall immediately attorn to the Purchaser, and this Lease shall may continue in full force and effect as a direct lease between the Purchaser and Tenant on shall attorn to and recognize as its landlord the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to purchaser of Landlord’s interest under this Lease. Upon Purchaser’s requestTenant shall, including upon the request of a mortgagee or purchaser at foreclosure, execute, acknowledge and deliver 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 with Purchaser on the terms instrument that has for its purpose and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding effect the subordination of the lien of any mortgage to this Lease or Tenant’s attornment 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestpurchaser.

Appears in 1 contract

Samples: Office Lease (Pacific Mercantile Bancorp)

Subordination and Attornment. A. This Lease is expressly made lease and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any mortgageall ground leases, deed of trustoverriding leases, ground lease, and underlying lease or like encumbrance affecting any part leases of the Real Property or any interest of Landlord therein which is land and/or the building now existing or hereafter executed existing and to all mortgages and building loan agreements, including without limitation leasehold mortgages, which may now or recorded, any present or future modification, amendment or supplement to hereafter affect the land and/or the building and/or any of the foregoingsuch leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages and/or building loan agreements, and to any advances made thereunder (any all renewals, modifications, replacements, assignments, and extensions of the foregoing being a “Superior Interest”) without the necessity such leases, building loan agreements, mortgages and spreaders and consolidations of any such mortgages. This Article shall be self-operative and no further documentation evidencing instrument of subordination shall be required. In confirmation of such subordination. Notwithstanding the foregoing, Tenant shallshall promptly, within ten (10) days after Landlord’s requestat its sole cost and expense, execute and deliver to Landlord a document evidencing any instrument in recordable form that Landlord, the subordination lessor 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property lease 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 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 such mortgage or any of their respective assigns or successors-in-interest may reasonably request and repair to evidence such subordination. The leases to which this lease is, at any the time (including as part referred to, subject and subordinate pursuant to this Article are hereinafter sometimes called "superior leases" and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes called "superior mortgages" and the lessor of foreclosure a superior lease or other proceedings for enforcement its successor-in-interest, at the time referred to, is sometimes hereinafter called a "lessor" and the holder of such Superior Interest), upon written notice a superior mortgage or its successor-in-interest at the time referred to Tenant, elect to have this Lease be prior and superior to such Superior Interestis sometimes hereinafter called a "holder".

Appears in 1 contract

Samples: First Modification of Lease Agreement (Opus360 Corp)

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Subordination and Attornment. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgagein all respects to: (i) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Center and the Building or any interest portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of Landlord therein this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is now existing not subordinate to such mortgage: (iii) each advance made or hereafter executed or recordedto be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shall, acknowledge or deliver any such instrument within ten (10) 10 days after Landlord’s requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s 's attorney-in-fact, coupled with an interest, to execute, acknowledge and deliver any such instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then-executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall: (i) inure to the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute and deliver any such instrument in the name for and on behalf of Tenant if Tenant fails to do so within Tenant, such timeappointment being coupled with an interest. If the 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 Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and conditions set forth hereinasserted with reasonable promptness, provided that Purchaser acquires and accepts which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Real Property Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building subject 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 Lease. Upon Purchaser’s request, including Section shall be construed to impair any right otherwise exercisable by any such request made by reason of the termination of this Lease as a result of such foreclosure owner, holder or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestlessee.

Appears in 1 contract

Samples: Lease Agreement (Asset Acceptance Capital Corp)

Subordination and Attornment. 26. a. This Lease is expressly made subject and shall be subordinate to any mortgagefuture Deed of Trust or Mortgage (a "MORTGAGE") that encumbers the building, deed and all renewals, modifications, amendments, extensions, assignments and participation thereof, if the mortgagee, beneficiary or owner thereof ("MORTGAGEE") enters into a Subordination and Non-Disturbance Agreement (an "SNDA") with Tenant that is reasonably acceptable to Tenant and Mortgagee and that contains a provision similar to the following: "As long as no Event of trustDefault by Tenant exists, ground lease, underlying lease or like encumbrance affecting any part Mortgagee shall not disturb Tenant's right to possession of the Real Property Premises or any interest other rights of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any Tenant under the Lease during the initial and subsequent Terms of the foregoingLease, and to any advances made thereunder (any the Lease and all rights and obligations of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 parties to the Purchaser, and this Lease shall continue in full force and effect effect, notwithstanding foreclosure of the Mortgage or transfer of the building in lieu of foreclosure." The word "Mortgagee(s)," as used in this Lease, shall include each Mortgagee that exists on the Commencement Date. This Lease is contingent upon each Mortgagee that exists on the Commencement Date entering into an SNDA with Tenant that is reasonably acceptable to Tenant and the Mortgagee and that contains a direct lease between non-disturbance provision similar to the Purchaser one quoted above in this subsection. b. Tenant shall attorn and pay rent to an entity that acquires the building by purchase at a foreclosure sale or by a deed in lieu of foreclosure, and shall recognize such entity as the Landlord under this Lease, if such entity agrees in writing with Tenant at the time of the transaction to assume this Lease and perform all of Landlord's obligations under this Lease and acknowledges it and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject are contractually bound to each other under this Lease. Upon Purchaser’s requestProvided, including however, such an agreement shall provide that such acquiring entity shall not be (1) liable for any such request made by reason previous act or omission of the termination of any prior landlord under this Lease, (2) subject to any offset, not expressly provided for in this Lease, that accrues to Tenant against Landlord under this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable prior to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth abovesale or transfer, the holder of (3) bound by any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.previous

Appears in 1 contract

Samples: Lease Agreement (Birch Telecom Inc /Mo)

Subordination and Attornment. This Lease is Lease, and Tenant's rights hereunder, are hereby made expressly made subject and subordinate at all times to any mortgage, deed of trustand all mortgages, ground leaseor underlying leases affecting the Premises which have been executed and delivered by Landlord, underlying lease or like encumbrance affecting its successors or assigns, or are hereafter created and any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingand all extensions and renewals thereof and substitutions therefore and modifications and amendments thereof, and to any and all advances made thereunder (or to be made under or upon said mortgages, ground or underlying leases and, in the event of a 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 of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother person, Tenant shall, within shall attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder. Within ten (10) days after Landlord’s requestof written request therefore, Tenant will execute and deliver any instrument or instruments which the Landlord may deem necessary or desirable to Landlord a document evidencing further evidence the subordination of this Lease to a particular Superior Interestand attornment hereunder. Tenant hereby irrevocably appoints Landlord as Tenant’s attorneyAttorney-in-fact for Tenant with full power and authority to execute and deliver any such instrument in the name of Tenant if any such instrument or instruments. In the event the Tenant fails shall refuse after reasonable notice to do so within execute such time. If instrument or instruments, the interest of Landlord may, in the Real Property or the Building is transferred addition to any person (“Purchaser”) pursuant right or remedy occurring hereunder, terminate this leased without incurring any liability whatsoever and the estate hereby granted is expressly limited accordingly. Tenant further agrees to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn make such reasonable modifications to the Purchaser, and this Lease shall continue in full force and effect (not increasing Tenant's obligations hereunder) 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 may be requested 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 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 such mortgage, ground or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestunderlying Lease.

Appears in 1 contract

Samples: Office Lease

Subordination and Attornment. This Lessee acknowledges that this Lease is expressly made subject and subordinate to all leases in which Lessor is lessee and to any mortgagemortgage or deed of trust now in force against the Building and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof, and shall be subordinate to any future leases in which Lessor 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 referred to collectively as "Superior Instruments"). Lessee also agrees that if the holder of any Superior Instrument elects to have this Lease superior to its Superior Instrument and gives notice of its election to Lessee, 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, ground lease, underlying lease or like encumbrance affecting any part of the Real Property . If requested in writing by Lessor or any interest first mortgagee or ground lessor of Landlord therein which is now Lessor, Lessee agrees to execute a subordination agreement required to further affect the provisions of this paragraph. Lessor shall provide Lessee with a subordination, non- disturbance and attornment agreement in substantially the form attached hereto as Exhibit C from Lessor's presently existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any lender holding a first deed of trust on the foregoing, and to any advances made thereunder (any of Building. In the foregoing being a “Superior Interest”) without the necessity event of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Lessor is lessee or the foreclosure of any Superior InterestInstrument, Tenant or sale of the Property pursuant to any Superior Instrument, Lessee shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as Lessor under 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 hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Premises subject to this Lease. Upon Purchaser’s request, including The agreement of Lessee attorn contained in the immediately preceding sentence shall survive any such request made by reason of the termination of this Lease as a result of such foreclosure sale or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttransfer.

Appears in 1 contract

Samples: Keith Companies Inc

Subordination and Attornment. This Lease is expressly made and Tenant's interests and rights hereunder are and shall be subject and subordinate at all times to the lien of 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 which is now existing or hereafter executed created, on or recordedagainst the Project, any present the Building or future modification, amendment or supplement to any of the foregoingPremises by Landlord, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) all amendments, restatements, renewals, modifications, consolidations, refinancings, assignments and extensions thereof, without the necessity of any further documentation evidencing instrument or act on the part of Tenant. Tenant agrees, at the election of the holder of any such subordinationmortgage, to attorn to any such holder. Notwithstanding the foregoingTenant agrees upon demand to execute, Tenant shall, within ten (10) days after Landlord’s request, execute acknowledge and deliver to Landlord a document evidencing the such instruments and other documents confirming such subordination and such instruments and other documents of this Lease to a particular Superior Interestattornment as shall be requested by any such holder. Tenant hereby irrevocably appoints Landlord as Tenant’s 's attorney-in-fact (such power of attorney being coupled with an interest) to execute execute, acknowledge and deliver any such instrument and instruments for and in the name of Tenant if Tenant fails and to do so within cause any such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure instrument or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn documents 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 with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofbe recorded. Notwithstanding the subordination of this Lease to Superior Interests as set forth aboveforegoing, the any such holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)subordinate its mortgage to this Lease, upon without Tenant's consent, by written notice to Tenant, elect to have and thereupon this Lease shall be deemed prior and superior to such Superior Interestmortgage without regard to their respective dates of execution, delivery or recording, and in that event, such holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such holder. The term "mortgage" whenever used in this Lease shall be deemed to include deeds of trust, mortgages, security deeds, security assignments and any other instrument which creates a lien. Any reference to the "holder" of such a mortgage shall be deemed to include the beneficiary under a deed of trust.

Appears in 1 contract

Samples: Lease Agreement (Quixote Corp)

Subordination and Attornment. This Lease, at Landlord’s option, shall be subordinate to any mortgage, deed of trust (now or hereafter placed upon the Building Complex), ground lease or declaration of covenants (hereafter placed upon the Building Complex) regarding maintenance and use of any areas contained in any portion of the Building Complex, and to any and all advances made under any mortgage or deed of trust and to all renewals, modifications, consolidations, replacements and extensions thereof. 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 or deed of trust shall elect for this Lease to be superior to the lien of its mortgage or deed of trust, and shall give written notice thereof to Tenant, then this Lease shall automatically be deemed prior to such mortgage or deed of trust, whether this Lease is expressly made subject dated earlier or later than the date of said mortgage or deed of trust or the date of recording thereof. Tenant 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 by failing to do so within ten (10) 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 of a deed of trust or mortgage, or otherwise. Notwithstanding the foregoing, Tenant shall only be obligated to subordinate its leasehold interest to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting declaration of covenants now or hereafter placed upon the Building Complex 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, using the form of document then being employed by such holder, landlord or declarant for such purposes, which will provide that Tenant, notwithstanding any part default of Landlord hereunder, shall have the right to remain in possession of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of Premises described herein in accordance with the foregoing, terms and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination provisions of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord for so long as Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 not be 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 default under 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Office Building Lease (Georesources Inc)

Subordination and Attornment. This Lease is expressly made subject subject: and subordinate to any mortgageand all deeds to secure debt, deed mortgages, deeds of trust or other security instruments (“Security Instruments”) now or hereafter placed on the property of which the Premises are a part, and this clause shall be self-operative without any further instrument necessary to effect such subordination; provided, however, in each case the holder of 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 bound hereby and responsible to perform all obligations of Lessor under this Lease. However, if requested by Lessor, Lessee shall promptly execute and deliver to Lessor any such certificate or certificates reasonably acceptable to Lessee as Lessor may reasonably request evidencing subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust, ground leaseso long as such certificate also evidences the within nondisturbance agreement. Provided such holder or acquirer shall so agree as provided in the first sentence of this Xxxxxxxxx 00, underlying lease Xxxxxx shall continue its obligations 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 like encumbrance affecting any part beneficiary of the Real Property such Security Instrument, and their successors or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingassigns, and to the transferee under any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationforeclosure or default proceedings. Notwithstanding the foregoingLessee will, Tenant shall, within ten (10) days after Landlord’s requestupon request by Lessor, execute and deliver to Landlord a document Lessor or to any other person designated by Lessor, any instrument or instruments in form and content reasonably acceptable to Lessee evidencing the subordination of its agreement to so attorn and perform under this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord Lease, so long as Tenant’s attorney-in-fact to execute and deliver any such instrument in also evidences the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Appears in 1 contract

Samples: Lease Agreement (Scansource Inc)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and shall be subordinate to any mortgagemortgages, deeds of trust, superior leases and ground leases that are now, or may hereafter be placed, upon the Premises or to which the Premises are subject and to any and all advances to be made thereunder, and to the interest thereon, and all renewals, replacements, modifications, amendments and 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, ground and in the event of such election and upon notification by such mortgagee or beneficiary to Tenant to that effect, this Lease shall be deemed prior in lien to such mortgage or deed of 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, underlying lease or like encumbrance affecting any part (1) this Lease and all of the Real Property 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 any interest at the request of Landlord therein which is now existing such lessor or hereafter executed or recordedTenant, any present or future modificationsuch lessor and Tenant shall enter into a direct lease upon the same terms and conditions set forth in this Lease, amendment or supplement (2) Tenant agrees to any of the foregoing, and be bound to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination lessor under all provisions of this Lease for the balance of the Term with the same force and effect as if such lessor was the original 'Landlord' under this Lease, and (3) Tenant shall perform and observe its obligations under this Lease, and Tenant shall attorn to a particular Superior Interestand recognize such lessor as its 'Landlord' under this Lease. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument in In the name event of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property foreclosure, or the Building is transferred to any person (“Purchaser”) pursuant to or conveyance by deed in lieu of foreclosure foreclosure, or other proceedings for enforcement exercise of the power of sale under any Superior Interestmortgage and/or deed of trust, Tenant shall immediately attorn to or in the Purchaserevent Landlord sells, and 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 continue remain in full force and effect as a direct lease between the Purchaser and Tenant on hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the terms new owner or lessor whereby Tenant attorns to such successor in interest and conditions set forth herein, provided that Purchaser acquires and accepts recognizes such successor as the Real Property or the Building subject to 'Landlord' under this Lease, provided, however, that such successor shall not be bound by any payment of Rent for more than one (1) month in advance, any security deposit, or any prior default by Landlord. Upon Purchaser’s requestrequest by Tenant, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant Landlord shall enter in use good faith efforts to a new lease 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, secure from the holder of any Superior Interest may at mortgage affecting the Land a written agreement wherein the holder agrees that so long as Tenant is not in default of its obligations under this Lease beyond any time applicable notice and cure period the holder shall recognize Tenant's rights under this Lease. Rent due under this Lease shall not be paid more than one (including as part of foreclosure or other proceedings for enforcement of such Superior Interest)1) month in advance, and shall, upon receipt of written notice to Tenantnotification from the holder of the mortgage, elect to have this Lease deed of trust or superior lease, be prior and superior paid by the Tenant directly to such Superior Interestholder until the Tenant receives other written instructions from such holder.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Gyrodyne, LLC)

Subordination and Attornment. This Article Eleven of the Lease is expressly made hereby deleted and replaced by the following: Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease subject to the following. This Lease, and all rights of Tenant hereunder shall be subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease liens and encumbrances now or like encumbrance affecting any part of hereafter imposed by Landlord upon the Real Leased Premises or the Property or any interest part thereof; provided, however, that so long as Tenant is not in default after the expiration of Landlord therein which is now existing or hereafter executed or recordednotice and cure periods under the terms and conditions of this Lease, any present or future modification, amendment or supplement to any Tenant’s possession of the foregoingLeased Premises shall not be disturbed. Tenant agrees to execute, acknowledge and deliver to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shallLandlord, within ten (10) days after receipt of written request, any and all instruments required by Landlord or Landlord’s lender(s) to subordinate this Lease and all rights herein to any such lien or encumbrance, provided that such instrument contains nondisturbance language satisfactory to Tenant. In the event of a foreclosure of any mortgage on the Property or a deed in lieu thereof, Tenant shall attorn to, and become the Tenant of, the purchaser at the foreclosure sale or the grantee of such deed in lieu thereof, and shall recognize such party as the Landlord under this Lease. Tenant waives any right to terminate this Lease because of any such foreclosure proceedings or deed in lieu thereof. Tenant shall, in the event of sale or assignment of Landlord’s interest in whole or in part in the Demised Premises or the building in which the Demised Premises is located, or this Lease or the Property, or if the Demised Premises or such building comes into the hands of a mortgagee, ground lessor or another person whether because of a mortgage foreclosure, exercise of a power of sale under a mortgage, or otherwise, attorn to the purchaser or such mortgagee or other person and recognize the same as Landlord hereunder, provided that such purchasers or mortgagee agrees not to disturb Tenant’s occupancy of the Demised Premises as long as Tenant is not in default of its obligations under this Lease after the expiration of all applicable notice and cure periods. Tenant shall execute, at Landlord’s request, any attornment agreement required by any mortgagee or other such person to be executed, containing such provisions as such mortgagee or other person requires and containing such non-disturbance provisions as are described above. Such attornment shall be effective upon mortgagee’s or other person’s acquisition of title to the Property. Tenant agrees to execute such further evidences of attornment as mortgagee or other person may from time to time request. The attornment of Tenant shall not be terminated by foreclosure and deliver in no event shall mortgagee or other person, as holder of any security instrument or as successor landlord, be liable to Tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the date that mortgagee or any subsequent owner acquires title to the Property; provided, however, that the foregoing shall not relieve the mortgagee or subsequent owner from any Landlord a document evidencing the subordination of obligations under this Lease following the date that mortgagee or the subsequent owner acquires title to the Property. Mortgagee may, at mortgagee’s option, accept or reject such attornment. Within ten (10) days after written request therefor by Landlord, or in the event that upon any sale, assignment or hypothecation of the Demised Premises or the land thereunder by the Landlord, an offset statement shall be required from Tenant, Tenant agrees to deliver a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact certificate addressed to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property proposed mortgagee or the Building is transferred to any person (“Purchaser”) pursuant to purchaser or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and Landlord certifying that this Lease shall continue is in full force and effect as a direct lease between (if such be the Purchaser case) and there are no defenses or offsets thereto, or stating those claimed by Tenant. Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject agrees to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination non-material modifications of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter section in to a new lease with Purchaser on the terms and conditions of this Lease applicable to event 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestsame is requested by Landlord’s lender.

Appears in 1 contract

Samples: Lease (Myogen Inc)

Subordination and Attornment. 30.1 This Lease is expressly made subject and 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 advances made under any present or future mortgage and to all renewals, modifications, consolidations, replacements, and extensions of any or all of same. 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 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 required to evidence such subordination or to make this Lease prior to the lien of any mortgage or deed of trust, ground leaseas the case may be and by failing to do so within five (5) days after written demand, underlying lease or like encumbrance affecting any part such failure shall constitute an Event of Default. This power of attorney is coupled with an interest. Tenant hereby attorns to all successor owners of the Real Property Building, whether or any interest not such ownership is acquired as a result of Landlord therein which is now existing a sale through foreclosure or hereafter executed or recordedotherwise. At Landlord’s option, any present or future modificationin its sole discretion, amendment or supplement Tenant’s failure to any of the foregoing, execute and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing deliver such subordination. Notwithstanding the foregoing, Tenant shall, documents within ten (10) days after of Landlord’s requestrequest shall constitute an Event of Default. Landlord shall use commercially reasonable efforts to obtain from any mortgagee and/or ground lessor (each, execute and deliver a “Holder”) (including any current or future Holder) whose position is senior to Landlord a document evidencing the subordination of this Lease a non-disturbance agreement in form reasonably acceptable to a particular Superior InterestTenant. Tenant hereby irrevocably appoints 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 Landlord as Tenant’s attorneyand provide that (a) neither Holder nor any successor-in-fact 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 execute 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 deposits have been received by Lender; and deliver (c) neither Holder nor any such instrument in the name of Tenant if Tenant fails to do so within such time. If the successor-in-interest of Landlord in the Real Property or the Building is transferred shall be subject to any person (“Purchaser”) pursuant to offsets or in lieu of foreclosure or other proceedings for enforcement of defenses which Tenant might have against 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 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 prior landlord (including as part of foreclosure or other proceedings for enforcement of such Superior InterestLandlord), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Lease Agreement (Conatus Pharmaceuticals Inc)

Subordination and Attornment. (a) This Lease is expressly made subject Sublease and all rights of ATC therein, and all interest or estate of ATC in the Subleased Property of each Site, or any portion thereof, shall be subordinate to any mortgageand all Mortgages, deed of trustwhich at any time during the Term, ground leasemay be placed upon the Subleased Property, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing portion thereof, by ALLTEL or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingits Affiliates, and to any advances replacements, renewals, amendments, modifications, extensions or refinancing 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 any future Mortgagee thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver to Landlord an NDA in favor of ATC, providing that (i) such Mortgagee will at all times fully recognize ATC's rights under this Sublease, and in the event of 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 foreclosure under any such instrument in the name Mortgage, so long as no event of Tenant if Tenant fails to do default shall have occurred and be subsisting hereunder, and so within such time. If the 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 long as ATC shall immediately attorn to the Purchaserpurchaser upon such foreclosure, and so long as ATC continues, in all material respects, to fully and completely keep, observe, satisfy, perform and comply with all agreements, terms, covenants, conditions, requirements, provisions and restrictions of this Lease Sublease, such Mortgagee shall continue in full force not disturb ATC's possession of the Subleased Property; and effect as a direct lease between (ii) that upon Mortgagee acquiring title to the Purchaser and Tenant on the Subleased Property, ATC shall attorn directly to such Mortgagee. ATC shall agree to such other terms and conditions set forth hereinin the NDA as may be reasonably required by such Mortgagee, 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 with Purchaser on the terms and conditions do not affect ATC's rights, nor increase or alter any of ATC's obligations, under 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestSublease.

Appears in 1 contract

Samples: American Tower Corp /Ma/

Subordination and Attornment. (a) This Lease is expressly made lease, and all rights of Tenant hereunder, are subject and subordinate to any mortgage, deed of trust, all ground lease, underlying lease or like encumbrance affecting any part leases of the Real Property land and building of which the demised premises forms a part (the "Property") now or hereafter existing and to the lien of all mortgages or trust deeds or deeds of trust and all renewals, modifications, replacements and extensions thereof; and to all "Spreaders" and consolidations thereof (all of which are hereafter referred to collectively as "Mortgages"), that may now or hereafter affect or encumber all or any portion of Landlord's interest in the Property. This subordination shall apply to each and every advance made, or to be made, under such Mortgages. This paragraph shall be self-operative and no further instrument of Landlord therein which is now existing or hereafter executed or recordedsubordination shall be required, any present or future modificationhowever, amendment or supplement to any in confirmation of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s requestfrom time to time, execute and deliver to Landlord 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 acknowledge and deliver any instrument that Landlord may, from time to time, reasonably require in order to evidence or confirm such subordination provided that any such instrument shall provide non-disturbance protection for Tenant. Tenant acknowledges that this lease and the rents due under this lease have been (and, in the name of Tenant if Tenant fails future, may be) assigned by Landlord to do so within a Superior Mortgagee (defined below) as additional collateral security for the loans secured by the Superior Mortgage (defined below) held by such timeSuperior Mortgagee. If the interest of Landlord in the Real Property or the Building is transferred Any ground lease 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 which this Lease shall continue in full force is subject and effect subordinate is hereafter referred to as a direct lease between "Superior Lease", the Purchaser Lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and Tenant on the terms lessee thereunder, a "Superior Lessee" and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject any Mortgage to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of which this Lease is subject and subordinate is hereinafter referred to as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms "Superior Mortgage" 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 a Superior Interest may at any time (including Mortgage is hereinafter referred to as part of foreclosure or other proceedings for enforcement of such a Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgagee.

Appears in 1 contract

Samples: Agreement of Lease (Di Giorgio Corp)

Subordination and Attornment. This Lease is expressly made subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any mortgagereciprocal easement or operating agreements, covenants, conditions and restrictions and Lessee shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Lessee agrees, upon written request of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property such Lender or any interest of Landlord therein which is now existing or hereafter executed or recordedpurchaser at such foreclosure sale, any present or future modification, amendment or supplement to any of the foregoing, attorn and pay rent to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute party and deliver to Landlord 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 instruments necessary or appropriate to evidence or effectuate such instrument attornment. In the event of attornment, no Lender shall be: (i) liable for any act or omission of Lessor, or subject to any offsets or defenses which Lessee might have against Lessor (prior to such Lender becoming Lessor under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage. and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon Lessor, provided that prior to such notice Lessee has been EASTPARK notified in writing (by way of service on Lessee of a copy of an assignment of leases, or otherwise) of the name and address of Tenant such Lender. Lessee further agrees that if Tenant fails Lessor shall have failed to do cure such default within the time permitted Lessor for cure under this Lease, any such Lender whose address has been so within provided to Lessee shall have an additional period of thirty (30) days in which to cure (or such time. If the interest additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to by power of sale or judicial action or deed in lieu of foreclosure foreclosure). The provisions of this Article shall be self-operative; however, Lessee shall execute such documentation as Lessor or other proceedings for enforcement any Lender may request from time to time in order to confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Lessee waives the provisions of any Superior Interest, Tenant shall immediately attorn Law now or hereafter adopted which may give or purport to the Purchaser, and give Lessee any right or election to terminate or otherwise adversely affect 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 Lessee's obligations hereunder if such foreclosure or other proceedingspower of sale proceedings are initiated, Tenant shall enter in prosecuted or completed. Lessee agrees to a new lease with Purchaser on the terms execute any instruments evidencing such subordination and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests attornment as set forth above, reasonably may be required by the holder of any Superior Interest may at any time (including as part mortgage or deed of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttrust on the building.

Appears in 1 contract

Samples: Lease Agreement (Windy Hill Pet Food Co Inc)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and subordinate to the lien of any mortgageand all deeds of trust or mortgages ("Mortgages", deed of trust, which term shall include both construction and permanent financing and all ground lease, or other underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein leases from which Landlord's title is now existing or hereafter executed may be derived) that may now or recordedhereafter encumber or otherwise affect the Land or the Building, any present or future modification, amendment or supplement to any of the foregoingLandlord's leasehold therein, and to any advances made thereunder and all renewals, extensions, modifications, recastings or refinancings thereof. Landlord further agrees to execute, and use its reasonable efforts to furnish to Tenant (promptly as to any existing mortgagee and immediately as to any future mortgagee of the foregoing being Premises) a “Superior Interest”) without the necessity commercially reasonable non-disturbance agreement in favor of any further documentation evidencing such subordinationTenant. Notwithstanding the foregoingIf requested by Landlord, Tenant shall, within ten (10) days after Landlord’s request, shall promptly execute and deliver to Landlord a any certificate or other document evidencing or effecting such subordination as Landlord may request in its sole discretion, subject to the subordination of conditions set forth in this Lease to a particular Superior InterestSection 29. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to may execute and deliver any such instrument in the name said certificate or other document on behalf of Tenant if Tenant fails does not execute and deliver to Landlord said certificate or other document within five (5) days after receiving it. Tenant agrees that if any proceedings are brought for the foreclosure of any such mortgage or deed of trust, Tenant, if requested to do so within by the purchaser at the foreclosure sale, shall attorn to the purchaser, shall recognize the purchaser as the landlord under this Lease, and shall make all payments required hereunder to such timenew landlord without any deduction or set-off of any kind whatsoever. If Tenant agrees that if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the ground lessor whereby the ground lessor succeeds to the interest of Landlord in tenant under the Real Property or ground leases, Tenant, if required to do so by the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestground lessor, Tenant shall immediately attorn to the Purchaserground lessor, shall recognize the ground lessor as the landlord this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of any law, statute or regulation, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease shall continue and the obligations of Tenant hereunder in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided event 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 termination or other proceedings, Tenant shall enter proceeding is prosecuted or completed. Anything contained in to a new lease with Purchaser on the terms and conditions provisions of this Lease applicable Section to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth abovecontrary notwithstanding, the holder of any Superior Interest Mortgagee may at any time (including subordinate the lien of its Mortgage to the operation and effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgage without regard to their respective dates of execution, delivery and/or recordation among the land records, and thereafter such Mortgagee shall have the same rights as part of foreclosure or other proceedings for enforcement to this Lease as it would have had, were this Lease executed and delivered before the execution of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgage.

Appears in 1 contract

Samples: Lease (MPC Corp)

Subordination and Attornment. a. This Lease is expressly made subject and subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s 's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s 's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 and automatically 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. Notwithstanding the foregoing, provided that Purchaser acquires and accepts if a Superior Interest is created following the Real Property or the Building subject to execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement with respect thereto as described in Paragraph 21.b. Upon Purchaser’s request, including any below and otherwise in such request made by reason of the termination of this Lease as holder's standard institutional form shall be a result of such foreclosure or other proceedings, Tenant shall enter in condition to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of this Lease thereto, except that in no event shall Tenant be required to Superior Interests as set forth above, pay Landlord or the holder of any such Superior Interest may at any time (including as part of foreclosure fees or other proceedings for enforcement of charges in order to obtain such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestnon-disturbance agreement.

Appears in 1 contract

Samples: Office Lease (Bea Systems Inc)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and subordinate to any mortgageand all mortgages or deeds of trust now or hereafter placed on the property of which the Premises are a part, and this clause shall be self operative without any further instrument necessary to effect such subordination; however, if requested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate as Landlord may reasonably request evidencing such subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust. Provided, however, in each case, the holder of the mortgage or deed of trust shall agree that this Lease shall not be divested by foreclosures or other default proceedings so long as tenant shall not be in default under the terms of this Lease beyond any applicable cure period set forth in this Lease. Tenant shall continue its obligations under this Lease in full force and effect notwithstanding any such default proceedings under a mortgage or deed of trust and shall attorn to the mortgagee, trustee or beneficiary of such mortgage or deed of trust, ground lease, underlying lease and their successors or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingassigns, and to the transferee under any advances made thereunder (any foreclosure or default proceedings. The subordination contained in this paragraph 16 shall not apply unless and until the mortgagee or deed of trust holder agrees to the nondisturbance provisions set forth above. In the event of the foregoing being sale, assignment, or transfer by Landlord of its interest in the Premises to a “Superior Interest”) without successor in interest who expressly assumes the necessity obligation of the Landlord hereunder, and who is financially sound and adequately capitalized, the Landlord shall thereupon be released or discharged from all of its covenants and obligations hereunder, except such obligations shall have accrued prior to any such sale, assignment or transfer; and Tenant agrees to look solely to any successor in interest of the Landlord for performance of any further documentation evidencing such subordinationobligations. Notwithstanding the foregoing, Tenant shall, within shall have ten (10) days after from its receipt of Landlord’s request, execute and 's request to deliver any such fully executed documents to Landlord a document evidencing the subordination of this Lease to a particular Superior InterestLandlord. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact 's failure to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 documents shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as constitute 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestdefault hereunder.

Appears in 1 contract

Samples: Rf Micro Devices Inc

Subordination and Attornment. This Lease is expressly made subject and subordinate Tenant hereby subordinates its rights hereunder to the lien of any mortgageground or underlying leases, deed any mortgage or mortgages, or the lien resulting from any other method of trustfinancing or refinancing, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedin force against the property and Project of which the Premises are a part, upon the Common Areas and any present or future modification, amendment or supplement to any buildings hereafter placed upon the Property of which the foregoingPremises are a part, and to any all advances made thereunder or hereafter to be made upon the security thereof. This Section shall be self-operative and no further instrument of subordination shall be required by any mortgagee, but Tenant agrees upon request of Landlord, from time to time, to promptly (any of the foregoing being a “Superior Interest”but within fifteen (15) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10days) days after Landlord’s request, execute and deliver to Landlord 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 and all documents evidencing such instrument in the name of Tenant if Tenant fails subordination, and failure to do so within an additional five (5) days after notice of such timefailure, shall constitute a default under this Lease. If Landlord agrees to obtain a commercially reasonable non-disturbance provision in favor of Tenant in connection with such request. In addition, Landlord agrees to obtain a commercially reasonable non-disturbance agreement in favor of Tenant from any future or existing mortgagee or superior landlord of the interest of Landlord Project. In the event any proceedings are brought for the foreclosure of, or in the Real Property event of exercise of the power of sale under, any mortgage made by the Landlord covering the Premises or Common Areas, or in the Building event a deed is transferred to any person (“Purchaser”) pursuant to or given in lieu of foreclosure or other proceedings for enforcement of any Superior Interestsuch mortgage, Tenant shall immediately attorn to the Purchaserpurchaser, and this Lease shall continue or grantee in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinlieu of foreclosure, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including upon any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedingssale and recognize such purchaser, or grantee in lieu of foreclosure, as the Landlord under this Lease and said party shall assume the obligations of Landlord provided that Tenant’s occupancy hereunder shall not be disturbed. Tenant shall not enter in into, execute or deliver any financing agreement that can be considered as having priority to a new lease with Purchaser on any mortgage or deed of trust that Landlord may have placed upon 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestPremises.

Appears in 1 contract

Samples: Lease Agreement (Applied Genetic Technologies Corp)

Subordination and Attornment. This Lease is expressly made subject and shall be subordinate to any mortgage, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust now existing or hereafter executed placed upon the Land, the Building or recordedthe Premises, any present created by or future modification, amendment or supplement to any at the instance of the foregoingLandlord, and to any and all advances to be made thereunder and to interest thereon and all modifications, renewals and replacements or extensions thereof (any of "Landlord's Mortgage"); provided, however, that the foregoing being a “Superior Interest”) without the necessity holder of any further documentation evidencing Landlord's Mortgage or any person or persons purchasing or otherwise acquiring the Land, Building or Premises at any sale or other proceeding under any Landlord's Mortgage may elect to continue this Lease in full force and effect and, in such subordinationevent, Tenant shall attorn to such person or persons. Notwithstanding the foregoing, if a lender requires that the Lease be subordinate to any mortgage recorded after the date of the Lease affecting the Property, the Lease shall be subordinate to such mortgage if Landlord first obtains from such lender a written statement providing that so long as Tenant shallperforms its obligations under the Lease, no foreclosure of, deed given in lieu of foreclosure of, or sale under the mortgage, and no steps or procedures, taken under the mortgage, shall affect Tenant's rights under this Lease. Tenant shall execute, acknowledge and deliver documents which the Holder of any Landlord's Mortgage may require to effectuate the provisions of this Section 20 within ten (10) days of the date of Landlord's request therefor. In the event of any transfer of Landlord's interest in the Premises or in the Property, other than a transfer for security purposes only, the transferor shall be automatically relieved of any and all obligations and liabilities on the part of Landlord accruing from and after Landlord’s requestthe date of such transfer and such transferee shall have no obligation or liability with respect to any matter occurring or arising prior to the date of such transfer, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interestexcept for any Security Deposit held. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact agrees to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 hereinsuch transferee, 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 transferee assumes all of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLandlord's responsibilities.

Appears in 1 contract

Samples: Lease Agreement (Pac-West Telecomm Inc)

Subordination and Attornment. This (a) The Lease is expressly made and the Sublease, and all of Tenant's and Subtenant's respective rights and interest thereunder, shall be subject and subordinate to any mortgagemortgages or deeds of trust that now encumber, deed of trustor may hereafter be placed upon, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingPremises, and to the rights of the mortgagees or beneficiaries thereunder, any and all advances made thereunder (any of or to be made thereunder, the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationinterest thereon, and all modifications, renewals, replacements and extensions thereof. Notwithstanding the foregoing, the subordination of the Lease to any future mortgage or deed of trust shall be contingent upon the holder of any such mortgage or deed of trust delivering a non-disturbance agreement which is substantially the same form set forth in Exhibit J, a commercially reasonable form, or a typical and customary form as used by lenders making loans on property similar to the Premises. Tenant shalland Subtenant shall execute the same within ten (10) days of request therefor. If any such mortgagee or beneficiary so elects in writing, then this Agreement shall be superior 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. Upon request, Tenant and Subtenant shall promptly execute and deliver to Landlord, or any such 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 within ten (10) days after Landlord’s requestwritten request therefor by Landlord or such mortgagee or beneficiary, execute and deliver to Landlord such failure or refusal shall constitute a document evidencing Default, but shall in no way affect the validity or enforceability of the subordination to or by the mortgage or deed of this Lease to a particular Superior Interesttrust held by such mortgagee or beneficiary. Tenant hereby irrevocably appoints As used herein, the terms "mortgage" and "deed of trust" include any sale and leaseback transaction in which Landlord as Tenant’s attorney-in-fact to execute sells and deliver simultaneously leases back all or any such instrument portion of its interest in the name Premises. This Agreement shall be contingent upon the execution by Landlord, Tenant, Subtenant and Landlord's Lender of Tenant if Tenant fails to do so within such time. If the interest of Landlord subordination and non-disturbance agreement 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 form attached hereto 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.Exhibit F.

Appears in 1 contract

Samples: Lease (Advanced Medical Optics Inc)

Subordination and Attornment. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to all Superior Leases and Superior Mortgages, including each advance made or to be made under any mortgageSuperior Mortgage and all renewals, deed of trustmodifications, ground leasereplacements, underlying lease or like encumbrance affecting any part supplements, substitutions and extensions of the Real Property or any interest Superior Lease and the Superior Mortgage and all spreaders and consolidations of Landlord therein which is now existing or hereafter executed or recordedthe Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the foregoingSuperior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant shallagrees, within ten (10) days after at the election and upon request of any such Successor Landlord’s request, execute to fully and deliver completely attorn to Landlord a document evidencing and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the subordination then-executory terms of this Lease Lease; provided such Successor Landlord shall agree in writing to a particular Superior Interestaccept Tenant's attornment. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact The foregoing provisions of this Section shall: (i) inure to execute and deliver the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument in to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the name foregoing provisions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred this Section, satisfactory to any person (“Purchaser”) pursuant to or in lieu such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and conditions set forth hereinasserted with reasonable promptness, provided that Purchaser acquires and accepts which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Leasehold Improvements or other work with respect to the Real Property Premises; (iv) bound by any previous modification or amendment of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building subject 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 Lease. Upon Purchaser’s request, including Section shall be construed to impair any right otherwise exercisable by any such request made by reason of the termination of this Lease as a result of such foreclosure owner, holder or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereoflessee. 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.[SEE RIDER]

Appears in 1 contract

Samples: Office Lease Agreement (Costar Group Inc)

Subordination and Attornment. 46. A. This Lease is expressly made lease and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgage(a) all present and future ground leases, deed superior leases, and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property land on which the Building stands ("Land") and the Building or any interest of Landlord therein portion thereof (collectively, the "Superior Lease"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which is may now existing or hereafter executed affect the Land, the Building or recorded, any present or future modification, amendment or supplement to any of the foregoing, Superior Lease and to any all advances made thereunder (any collectively the "Superior Mortgage"), and (c) all amendments, modifications, supplements, renewals, substitutions, refinancings and extensions of the foregoing being a “Superior Interest”) without Lease and the necessity Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The subordination set forth in the preceding sentence shall only be effective if the holder of any further documentation evidencing future Superior Mortgage (a "Superior Mortgagee") or future Superior Lease (a "Superior Lessor") shall grant to the named Tenant herein a so-called nondisturbance agreement or recognition agreement, as the case may be, which shall be on such subordinationSuperior Mortgagee's or Superior Lessor's standard form which shall be in form reasonably acceptable to Tenant and such Superior Mortgagee or Superior Lessor; subject, however, to the provisions of subparagraph D below. Notwithstanding the foregoing, Landlord shall have no obligation to deliver such nondisturbance or recognition agreement for the benefit of the named Tenant shall, within ten (10) days after Landlord’s request, herein if Tenant shall be in default of any monetary obligation or material non-monetary obligation hereunder beyond the expiration of any applicable notice and/or grace period. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute and deliver deliver, at its own expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to Landlord a document evidencing the subordination of evidence such subordination. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to a particular Tenant, this Lease shall be deemed to have priority over such Superior InterestMortgage. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver any such instrument If, in connection with the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property obtaining, continuing or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement renewing of any Superior InterestMortgage, Tenant the Superior Mortgagee 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 reasonable modifications of this Lease as a result condition of such foreclosure or other proceedingsfinancing, Tenant shall enter in to a new lease 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 abovewill not unreasonably withhold its consent thereto, the holder of any Superior Interest may at any time (including as part of foreclosure provided such modifications do not increase Tenant's obligations hereunder or other proceedings for enforcement of such Superior Interest), upon written notice to adversely affect Tenant, elect to have this Lease be prior and superior to such Superior Interest's rights hereunder.

Appears in 1 contract

Samples: Agreement of Lease (Harris Interactive Inc)

Subordination and Attornment. This Lease is expressly made subject and Lease, at the Landlord’s option, shall be subordinate to any mortgage, deed of trusttrust (now or hereafter placed upon the Property), ground lease, underlying lease or like encumbrance affecting declaration of covenants (now or hereafter placed upon the Property) regarding maintenance and use of any part areas contained in any portion of the Real Property Property, and to any and all advances made under any mortgage or any interest deed of Landlord therein which is now existing or hereafter executed or recordedtrust and to all renewals, any present or future modificationmodifications, amendment or supplement consolidations, replacements and extensions hereof. The Tenant agrees that with respect to any of the foregoingforegoing documents, and no documentation, other than this Lease, shall be required to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding If any holder of a mortgage or deed of trust shall elect to have this lease superior to the foregoinglien of its mortgage or deed of trust and shall give written notice thereof to the Tenant, this Lease shall be deemed prior to such mortgage or deed of trust whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or the date of recording thereof. The Tenant shallagrees to execute such documents which may be required to effectuate such subordination or to make the Lease junior to the lien of any mortgage or deed of trust, as the case may be, and failing to do so within ten (10) days after Landlord’s requestwritten demand, execute the Tenant does hereby make, constitute and deliver to Landlord a document evidencing irrevocably appoint the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as the Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails Tenant’s name, place and stead, to do so within such timeso. If the interest of Landlord in the Real Property or the Building is transferred The Tenant hereby attorns 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such sale, through foreclosure of a deed of trust or other proceedingsmortgage, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereofor otherwise. Notwithstanding the subordination foregoing, the Tenant’s possession and the terms of this Lease to Superior Interests as set forth above, lease shall not change or be disturbed if the holder of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestTenant is not in default hereunder.

Appears in 1 contract

Samples: Lease Agreement (Vitro Biopharma, Inc.)

Subordination and Attornment. 20.1 This Lease is expressly made shall be subject and subordinate to any and all mortgages (as hereinafter defined) now or hereafter encumbering the Premises or any part thereof and placed thereon by Landlord and to all renewals, modifications, replacements, and extensions of such mortgages; provided, however, that the subordination herein contained shall not be effective with respect to any mortgage, unless and until the holder of such mortgage shall execute and deliver a non-disturbance and attornment agreement in favor of Tenant, providing that in the event its mortgage shall be foreclosed or the holder of the mortgage accepts a duly recorded deed in lieu of foreclosure, so long as no event of default shall have occurred and be continuing hereunder, and so long as Tenant shall attorn to the purchaser upon foreclosure, or the owner of the Premises pursuant to the deed in lieu of foreclosure, and continues to fully and completely perform Tenant’s duties and obligations under this Lease, the Lease shall not terminate by reason of such foreclosure or deed in lieu of foreclosure, Tenant’s possession and quiet enjoyment of the property shall not be disturbed and the purchaser, upon acceptance and recordation of the Trustee’s deed after such foreclosure or acceptance and recordation of such deed in lieu of foreclosure, its successors, or assigns, shall recognize Tenant and shall be obligated to perform fully and completely Landlord’s duties and obligations under this Lease arising from and after the date of acceptance and recordation of the Trustee’s deed or deed in lieu of foreclosure. Landlord shall promptly advise Tenant in writing if it shall enter into any mortgage affecting the Premises after the date hereof. In such event, Landlord shall use its best efforts to cause the holder of any mortgage affecting the Premises to enter into a nondisturbance agreement with Tenant substantially in the form of Exhibit D attached hereto. As used in this paragraph, the term “mortgage” shall mean any mortgage, deed to secure debt, deed of trust, ground trust deed, sale-leaseback, lease-leaseback, underlying lease or like other collateral conveyance of, or lien, or encumbrance affecting against the Premises or any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestthereof.

Appears in 1 contract

Samples: Deed of Lease (Jacobs Entertainment Inc)

Subordination and Attornment. This Lease is and the right of the Tenant hereunder are expressly made subject and subordinate to the lien and provisions of any mortgage, deed of trust, . deed to secure debt. ground lease, underlying lease assignment of leases, or like encumbrance affecting other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the Premises, the Building, the Property, or any part thereof, and all amendments, renewals, modifications and extensions of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any such Security Instrument and to all advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing or hereafter to be made upon such subordinationSecurity Instrument. Notwithstanding the foregoing, The Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact agrees to execute and deliver such further instruments, in such form as may be required by Landlord or any holder of a proposed or existing Security Instrument, subordinating this Lease to the lien of any such instrument Security Instrument as may be requested in writing by the name of Tenant if Tenant fails Landlord or holder from time to do so within such time. If In the interest event of Landlord in the Real Property foreclosure of any such Security Instrument by voluntary agreement or otherwise, or the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement commencement of any Superior Interestjudicial action seeking such foreclosure, the Tenant at the request of the then Landlord shall attorn to and recognize such mortgage or purchaser in foreclosure as the Tenant's landlord under this Lease. The Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser or their successors, any instrument to further evidence such attornment. The Tenant shall immediately attorn from time to time. upon not less than seven (7) days' prior written request by the Landlord deliver to the Purchaser, and Landlord a statement in writing certifying that this Lease shall continue is unmodified and in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereineffect, provided or, if there have been modifications, 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 as modified, is an full force and effect; providing a true, correct and complete copy of the termination Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease as and the date to which the Rent has been paid: that the Landlord is not in default under this Lease or, if in default, a result detailed description of such foreclosure default; that the Tenant is or other proceedings, Tenant shall enter is not in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder possession of the term hereofPremises. Notwithstanding as the subordination of this Lease to Superior Interests case may be; and containing such other information and agreements 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestreasonably requested.

Appears in 1 contract

Samples: Lease (Conversion Technologies International Inc)

Subordination and Attornment. This Lease is expressly made subject and the estate, interest and rights hereby created are subordinate to any mortgage, deed of trust, ground lease, underlying lease mortgage now or like encumbrance affecting any part of hereafter placed upon the Real Property Building or the Land or any estate or interest of Landlord therein which is now existing or hereafter executed or recordedtherein, including, without limitation, any present or future modification, amendment or supplement to mortgage on any of the foregoingleasehold estate, and to any advances made thereunder (any all renewals, modifications, consolidations, replacements and extensions of the foregoing being a same as well as any substitutions therefore, as provided for on the attached Exhibit Superior InterestF) without . Tenant agrees that in the necessity event any person, firm, corporation or other entity acquires the right to possession of the Building or the Land, including any mortgagee or holder of any further documentation evidencing estate or interest having priority over this Lease, Tenant shall, if requested by such subordinationperson, firm, corporation or other entity, attorn to and become the tenant of such person, firm, corporation or other entity, upon the same terms and conditions as are set forth herein for the balance of the Lease Term. Notwithstanding the foregoing, Tenant shallany mortgagee may, within ten (10) days after 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 and delivery, and in that event, such mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the mortgage. Tenant, if requested by Landlord’s request, shall execute and deliver any such instruments in recordable form as may be reasonably required by Landlord in order to Landlord a document evidencing confirm or effect the subordination or priority of this Lease, as the case may be, and the attornment of Tenant to future landlords in accordance with the terms of this Article. Landlord shall furnish to Tenant a non-disturbance agreement from the holder of such mortgage providing that so long as Tenant is not in default of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute occupancy shall not be disturbed and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest obligations of Landlord in the Real Property or the Building is transferred will continue 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestperformed.

Appears in 1 contract

Samples: Agreement of Lease (Sinclair Broadcast Group Inc)

Subordination and Attornment. 33.01 This Lease is expressly made subject and subordinate to any each and every ground, overriding or underlying lease of the Land, the Unit or the Building heretofore or hereafter made by Landlord, including, without limitation the Ground Lease (collectively the “Superior Leases”) and to each and every trust indenture and mortgage, deed of trustincluding, ground leasewithout limitation, underlying lease leasehold mortgages whether such trust indenture, mortgage or like encumbrance affecting leasehold mortgage shall cover other lands or buildings or leases (collectively the “Mortgages”) which may now or hereafter affect all or any part of the Real Property Land, the Unit, the Building or any such Superior Lease and the leasehold interest of Landlord therein which is now existing or hereafter executed or recordedcreated thereto, any present or future modification, amendment or supplement to any of the foregoingsubstitutions therefor, and to any advances made thereunder (thereunder. This Article 33 shall be self-operative and no further instrument of subordination need be delivered for the subordination described herein to be effective. However, Tenant shall execute promptly any of certificate that Landlord, the foregoing being a “lessor under any such Superior Interest”) without Lease or the necessity holder of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute Mortgage may request and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact fact, coupled with an interest, to execute and deliver any such instrument in the name certificate(s) for and on behalf of Tenant if Tenant fails shall fail to do so within such timefive (5) days after request from Landlord. If The lessor of a Superior Lease or its successor-in-interest at the interest of Landlord in the Real Property or the Building time referred to is transferred to any person (sometimes hereinafter called a PurchaserSuperior Lessor) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately attorn to the Purchaser, and the holder of a Mortgage or its successor-in-interest at the time referred to is sometimes hereinafter called a “Mortgagee”. A Mortgagee may elect that this Lease shall continue in full force have priority over its Mortgage and effect as a direct lease between upon notification of the Purchaser and Tenant on by such party, this Lease shall be deemed to have priority over such Mortgage, regardless of the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to date of 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Agreement of Lease

Subordination and Attornment. 30.1 This Lease is expressly made subject and Lease, at Landlord’s option, shall be subordinate to any present or future: mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting declaration of covenants regarding maintenance and use of any part areas contained in any portion of the Real Property or Building, and to any interest of Landlord therein which is now existing or hereafter executed or recorded, and all advances made under any present or future modificationmortgage and to all renewals, amendment or supplement to any of the foregoingmodifications, consolidations, replacements, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity extensions of any further documentation evidencing or all of same; provided, however, that Tenant’s quiet possession and all other rights of Tenant under this Lease will not be disturbed so long as no Event of Default has occurred. 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 subordinationmortgage whether this Lease is dated earlier or later than the date of said mortgage or the date of recording thereof. Notwithstanding the foregoing, Tenant shall, within Within ten (10) days after Landlordreceipt, Tenant agrees to execute such documents as may be further required to evidence such subordination (provided that such document includes the lender’s requestor mortgagee’s agreement not to disturb Tenant’s quiet possession and all other rights of Tenant under this Lease so long as an Event of Default has not occurred) or to make this Lease prior to the lien of any mortgage or deed of trust, as the case may be. Tenant’s failure to execute and deliver to Landlord a document evidencing the subordination such documents within said ten (10) day period shall, at Landlord’s option, constitute an Event of this Lease to a particular Superior Interest. Default Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorns to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or otherwise. Lender shall use commercially reasonable efforts to obtain a subordination and non-disturbance agreement from any lender, now or in the future, whose lien is superior to Tenant’ s interest under this Lease; provided, however, that any such agreement may include commercially reasonable provisions in favor of such lender, including, without limitation, additional time on behalf of the lender to cure defaults of the Landlord and provide that (a) neither lender nor any successor-in-interest shall be bound by (i) any payment of the rent, additional rent, or other proceedingssum due under this Lease for more than 1 month in advance following the Commencement Date, Tenant shall enter in or (ii) any amendment or modification of the Lease made without the express written consent of such lender or its successor-in-interest; (b) neither lender nor any successor-in-interest will be liable for (i) any act or omission or warranties of any prior landlord (including Landlord), (ii) the breach of any warranties or obligations relating to a new lease with Purchaser construction of improvements on the terms and conditions Project or any tenant finish work performed or to have been performed by any prior landlord (including Landlord), or (iii) the return of this Lease applicable any security deposit, except to the remainder of the term hereof. Notwithstanding the subordination of this Lease extent such deposits have been received by Lender; and (c) neither lender nor any successor-in-interest shall be subject to Superior Interests as set forth above, the holder of any Superior Interest may at offsets or defenses which Tenant might have against any time prior landlord (including as part of foreclosure or other proceedings for enforcement of such Superior InterestLandlord), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Lease Agreement (Somaxon Pharmaceuticals, Inc.)

Subordination and Attornment. 30.1 This Lease is expressly made Lease, and all rights of Tenant hereunder, are, and shall continue to be, subject and subordinate in all respects to: (a) all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing; (b) all mortgages that may now or hereafter affect the Land, the Building and/or any of such leases, whether or not such mortgages shall also cover other land and/or buildings; (c) each and every advance made or hereafter to be made under such mortgages; (d) all renewals, modifications, replacements and extensions of such leases and such mortgages; and (e) all spreaders and consolidations of such mortgages. The leases to which this Lease is, at the time referred to, subject and subordinate pursuant to this Article are herein sometimes called “superior leases,” the mortgages to which this lease is, at the time referred to, subject and subordinate are herein sometimes called “superior 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 mortgageof 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, ground lease, underlying lease or like encumbrance affecting any part of as the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingcase may be, and Tenant’s failure to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after Landlord’s requestwritten demand shall, execute and deliver to if Landlord a document evidencing the subordination so elects, constitute an Event of this Lease to a particular Superior InterestDefault. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorns to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 all successor owners of the termination of this Lease Building, whether or not such ownership is acquired as a result of such a sale through foreclosure or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestotherwise.

Appears in 1 contract

Samples: Lease Agreement (Veritone, Inc.)

Subordination and Attornment. 26.01 This Lease is expressly made subject to and subordinate to any mortgageall mortgages, deed deeds of trust, ground leaseor other security instruments (including any deed of trust and mortgage securing bonds and all indentures supplemental thereto), underlying lease whether now in existence or like encumbrance affecting any part of subsequently placed on the Real Property and to all underlying, superior, ground or any interest land leases, master leases or primary leases (all of Landlord therein which is are hereinafter referred to collectively as "Mortgage") which may now existing or hereafter executed encumber the Real Property of which the Leased Premises are a part (the mortgagee under any such Mortgage or recorded, the lessor under any present or future modification, amendment or supplement such lease is referred to any of the foregoingherein as "Landlord's Mortgagee"), and to all or any advances made thereunder (declaration of covenants regarding maintenance or use of any areas contained in any portion of the foregoing being a “Superior Interest”) without Building , and all advances, renewals, modifications, consolidations, replacements and extensions thereof of such mortgages and leases and declaration of covenants which may now or hereafter affect the necessity Leased Premises or any part thereof. This clause shall be self-operative and no further instrument of any further documentation evidencing such subordinationsubordination shall be required in order for the same to be effective. Notwithstanding the foregoing, Tenant shallhereby appoints the Landlord, within ten (10) days after Landlord’s requestthe agent, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 attorney of the termination Tenant coupled with an interest for the purpose of this Lease executing any acknowledgment or agreement required by Landlord's Mortgagee. Tenant, hereby attorns to all successor owners of the Building, whether or not such ownership is acquired as a result of such a sale, through foreclosure of a Mortgage or other proceedings, Tenant otherwise. If Landlord's Mortgagee shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to the lien of its Mortgage, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such Superior InterestMortgage, whether this Lease is dated prior or subsequent to the date of said Mortgage or the date of recording thereof. With respect to any Mortgage first encumbering the Building subsequent to the Commencement Date of the Lease, upon Tenant's request, Landlord will use its good faith efforts to cause Landlord's Mortgagee to agree that so long as Tenant is not in default of its obligations under the Lease, the Lease will not be terminated and Tenant's possession of the Leased Premises will not be disturbed by the termination or foreclosure, or proceeds for enforcement, of such Mortgage.

Appears in 1 contract

Samples: Office Lease (Rancher Energy Corp.)

Subordination and Attornment. This Tenant agrees that this Lease is expressly made subject and subordinate to the lien of any mortgageand all deeds of trust or mortgages (“Mortgages”, deed of trust, which term shall include both construction and permanent financing and all ground lease, or other underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein leases from which Landlord’s title is now existing or hereafter executed may be derived) that may now or recordedhereafter encumber or otherwise affect the Land or the Building, any present or future modification, amendment or supplement to any of the foregoingLandlord’s leasehold therein, and to any advances made thereunder and all renewals, extensions, modifications, recastings or refinancings thereof. Landlord further agrees to execute, and use its reasonable efforts to furnish to Tenant (promptly as to any existing mortgagee and immediately as to any future mortgagee of the foregoing being Premises) a “Superior Interest”) without the necessity commercially reasonable non-disturbance agreement in favor of any further documentation evidencing such subordinationTenant. Notwithstanding the foregoingIf requested by Landlord, Tenant shall, within ten (10) days after Landlord’s request, shall promptly execute and deliver to Landlord a any certificate or other document evidencing or effecting such subordination as Landlord may request in its sole discretion, subject to the subordination of conditions set forth in this Lease to a particular Superior InterestSection 29. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to may execute and deliver any such instrument in the name said certificate or other document on behalf of Tenant if Tenant fails does not execute and deliver to Landlord said certificate or other document within five (5) days after receiving it. Tenant agrees that if any proceedings are brought for the foreclosure of any such mortgage or deed of trust, Tenant, if requested to do so within by the purchaser at the foreclosure sale, shall attorn to the purchaser, shall recognize the purchaser as the landlord under this Lease, and shall make all payments required hereunder to such timenew landlord without any deduction or set-off of any kind whatsoever. If Tenant agrees that if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the ground lessor whereby the ground lessor succeeds to the interest of Landlord in tenant under the Real Property or ground leases, Tenant, if required to do so by the Building is transferred to any person (“Purchaser”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interestground lessor, Tenant shall immediately attorn to the Purchaserground lessor, shall recognize the ground lessor as the landlord this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of any law, statute or regulation, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease shall continue and the obligations of Tenant hereunder in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided event 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 termination or other proceedings, Tenant shall enter proceeding is prosecuted or completed. Anything contained in to a new lease with Purchaser on the terms and conditions provisions of this Lease applicable Section to the remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth abovecontrary notwithstanding, the holder of any Superior Interest Mortgagee may at any time (including subordinate the lien of its Mortgage to the operation and effect of this Lease without obtaining the Tenant’s consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgage without regard to their respective dates of execution, delivery and/or recordation among the land records, and thereafter such Mortgagee shall have the same rights as part of foreclosure or other proceedings for enforcement to this Lease as it would have had, were this Lease executed and delivered before the execution of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestMortgage.

Appears in 1 contract

Samples: Lease (MPC Corp)

Subordination and Attornment. (a) This Lease and all rights of Tenant hereunder shall be subordinate to all ground leases (referred to as the "leases") of the Building or Land now or hereafter existing and to all mortgages (referred to as the "mortgages") which may now or hereafter affect the Building or Land, whether or not the leases or mortgages shall also cover other lands, buildings, or leases, to all renewals, modifications, replacements and extensions of the leases and mortgages and to spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any lease or the holder of any mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination. Any lease to which this Lease is expressly made subject and subordinate is herein called "Superior Lease" and the lessor under a Superior Lease or its assigns or successors in interest is herein called "Superior Lessor," and any mortgage to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to is :subject and subordinate is herein called "Superior Mortgage" and the holder of a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Mortgage is herein called "Superior Mortgagee." If a Superior Lessor or Superior Mortgagee requires that such instruments be executed by Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails , Tenant's failure to do so within such time. If the 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 10 days after request therefor shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as be deemed 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 material default under 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Office Lease (Jreck Subs Group Inc)

Subordination and Attornment. This (a) Subject to and expressly conditioned on the applicable Lender’s execution and delivery to Tenant of a subordination, non-disturbance, and attornment agreement in substantially the form attached hereto as Schedule 17.1, or in such other form as may be reasonably acceptable to Tenant (“SNDA”): (i) this Lease is expressly made subject and subordinate to the lien of 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 which is other security instrument that may now existing or hereafter executed or recordedencumber the Premises (each, any present or future modification, amendment or supplement to any of the foregoinga “Mortgage”), and to any advances made thereunder all funds and indebtedness intended to be secured thereby, as such Mortgage may be renewed, extended, modified, or refinanced, and (any ii) in the event the Premises or Landlord’s interest therein is transferred by foreclosure, or by deed in lieu of the foregoing being a “Superior Interest”) without the necessity foreclosure, of any further documentation evidencing Mortgage, Tenant shall attorn to such subordinationtransferee. Notwithstanding the foregoing, Tenant shall, within ten any holder of a Mortgage to which this Lease is subordinate (10a “Lender”) days after Landlord’s request, execute and deliver may elect to Landlord a document evidencing the subordination of declare this Lease to a particular Superior Interestbe superior to the lien of such Mortgage. Tenant agrees to execute and return the SNDA within 5 Business Days of presentment of same by Landlord or Lender, and within 5 Business Days of Landlord’s receipt of the executed SNDA from Lender, Landlord shall deliver to Tenant the SNDA executed by Landlord and Lender. Tenant hereby irrevocably and unconditionally appoints Landlord as Tenant’s true and lawful attorney-in-fact fact, to execute the SNDA in Tenant’s name, place, and deliver any such instrument in the name of Tenant stead if Tenant fails to do so within such timethe above-referenced 5 Business Day period, which failure is not cured within 5 Business Days after notice from Landlord to Tenant. If the This power of attorney is coupled with an interest of Landlord in the Real Property or the Building and 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 irrevocable prior 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 Purchaserperformance of Tenant’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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestobligations hereunder.

Appears in 1 contract

Samples: Lease Agreement (Andina II Holdco Corp.)

Subordination and Attornment. This Lease is expressly made and shall be subject and subordinate to all liens, or mortgages which may now or hereafter affect the Premises and to all renewals, modifications, consolidations, replacements and extensions thereof and, although this subordination provision shall be deemed for all purposes to be automatic and effective without any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any further instrument on the part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedTENANT, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of TENANT shall execute any further documentation evidencing instrument requested by LANDLORD to confirm such subordination. Notwithstanding TENANT further covenants and agrees that if by reason of a default upon the foregoingpart of LANDLORD of any mortgage affecting the Premises, Tenant shallthe mortgage is terminated or foreclosed by summary proceedings or otherwise, TENANT will attorn to the mortgagee or the purchaser in foreclosure proceedings, as the case may be, and will recognize such mortgage or purchaser, as the 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 mortgagee or the purchaser in foreclosure proceedings, as the case may be, any reasonable instrument which may be necessary or appropriate to evidence such attornment. TENANT further waives the provision of any 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 Premises demised hereby in the event any such proceeding is brought by the holder of any such mortgage, and TENANT’S obligations hereunder shall not be affected in any way whatsoever by any such proceeding. TENANT, covenants and agrees, upon demand of the holder of any mortgage duly recorded or recordable in the corresponding Registry of the Property or of any receiver duly appointed by the foreclose any such mortgage, to pay to the holder of any such mortgage or to such receiver, as the case may be, all rent becoming due under this Lease after such demand, provided such holder of any such mortgage or any such receiver complies with the obligations of LANDLORD under this Lease. TENANT, upon request of LANDLORD or any holder of any mortgage or lien affecting the Premises, shall from time to time, deliver or cause to be delivered to LANDLORD or such lien holder or mortgagee, within ten (10) working days after Landlord’s requestfrom date of demand a certificate duly executed and acknowledged in form for recording, execute and deliver without charges, certifying, if true, or to Landlord a document evidencing the subordination of extent true, that this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute is valid and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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, subsisting and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on LANDLORD is not in default under any of the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to of 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Lease Contract (Cooper Companies Inc)

Subordination and Attornment. Landlord reserves the right to place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease is expressly made Lease, and any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any mortgageliens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant 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, deed 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 trustany mortgage on the Leased Premises, ground leaseTenant 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, underlying lease as substitute Landlord, the terms and conditions of this Lease until the resale or like encumbrance affecting any part other disposition of its interest by such purchaser. Such assumption, however shall not be deemed of itself an acknowledgment by the purchaser of the Real Property validity of any then existing claims of Tenant (or the claims of any interest 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 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 therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement 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 the foregoingTenant, and if Tenant shall have failed to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, do so within ten (10) days after the request therefore by Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the 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 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 1 contract

Samples: Improvenet Inc

Subordination and Attornment. This Tenant acknowledges that this Lease is expressly subordinate to all leases in which Landlord currently is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made subject and or hereafter to be made thereunder and, 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 mortgagefuture 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 referred to collectively as "Superior Instruments"). Tenant also agrees that if 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, ground lease, underlying lease or like encumbrance affecting any part of the Real Property . If requested in writing by Landlord or any interest first mortgagee or ground lessor of Landlord therein which is now existing or hereafter executed or recordedLandlord, any present or future modification, amendment or supplement Tenant agrees to any execute a subordination agreement required to further effect the provisions of this paragraph. In the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity event of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord 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 the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person (“Purchaser”) pursuant to or transfer in lieu of foreclosure or other proceedings for enforcement termination of a lease in which Landlord is lessee or the foreclosure of any Superior InterestInstrument, or sale of the Property pursuant to any Superior Instrument, Tenant shall immediately attorn to the Purchasersuch purchaser, transferee or lessor and recognize such party as landlord under 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 hereinLease, provided that Purchaser such party acquires and accepts the Real Property or the Building Leased Premises subject to this Lease. Upon Purchaser’s request, including The agreement of Tenant to attorn contained in the immediately preceding sentence shall survive any such request made by reason of the termination of this Lease as a result of such foreclosure sale or other proceedings, Tenant shall enter in to a new lease 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interesttransfer.

Appears in 1 contract

Samples: Lease Agreement Agreement (Management Network Group Inc)

Subordination and Attornment. 21. Landlord reserves the right to place liens and encumbrances on the Premises superior in lien and effect to this Lease. This Lease is expressly made Lease, and all rights of Tenant hereunder, shall, at the option of Landlord, be subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease liens and encumbrances now or like encumbrance affecting hereafter imposed by Landlord upon the Premises or the Real Estate or any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedthereof and Tenant agrees to execute, any present or future modificationacknowledge, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of Landlord, upon request, any and all instruments that may be necessary or proper to subordinate this Lease and all rights herein to a particular Superior Interest. Tenant hereby irrevocably appoints any such lien or encumbrance as may be required by Landlord, provided that Landlord as shall use commercially reasonable efforts to obtain from its lender an agreement of such lender not to disturb Tenant’s attorney-in-fact to execute use and deliver quiet enjoyment of the Premises. In the event any such instrument in proceedings are brought for the name of Tenant if Tenant fails to do so within such time. If the 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 Interestmortgage on the Premises, Tenant shall immediately will attorn to the Purchaser, purchaser at the foreclosure sale and this Lease shall continue in full force and effect recognize such purchaser 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 Landlord under this Lease. Upon Purchaser’s request, including any such request made The purchaser by reason of the termination of this Lease as a result virtue of such foreclosure or other proceedingsforeclosure, Tenant shall enter in be deemed to a new lease with Purchaser on have assumed, as substitute Landlord, the terms and conditions of this Lease applicable to until the remainder resale or other disposition of its interest. Such assumption, however, shall not be deemed an acknowledgment by the purchaser of the term hereofvalidity of any then existing claims of Tenant against the prior Landlord. Notwithstanding Tenant agrees to execute and deliver such further assurances and other documents, including a new lease upon the subordination same terms and conditions contained herein, confirming the foregoing, as such purchaser may reasonably request. Tenant waives any right of election to terminate this Lease to Superior Interests as set forth above, the holder because of any Superior Interest may at any time (including as part of such foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interestproceedings.

Appears in 1 contract

Samples: Business Property Lease (Upland Software, Inc.)

Subordination and Attornment. This Lease is expressly made subject and subordinate to 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 which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without Without the necessity of any further documentation evidencing such additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any Holder, this Lease will be subject and subordinate at all times to all Security Documents, which may now exist or hereafter be executed which constitute a lien upon or affect the Property or any portion thereof, or Landlord’s interest and estate in any of said items, subject in all events to Section 12.3. 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 Premises 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), Xxxxxx agrees to attorn to and become the tenant of such successor, in which event Xxxxxx’s right to possession of the Premises will not be disturbed so long as an Event of Default is not continuing. Tenant shallhereby 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, or the Premises by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and agrees to execute and deliver, within ten (10) business days after Landlord’s requestof receipt thereof, execute and deliver to in the form reasonably required by Landlord a document or any Holder, any additional documents evidencing the priority or subordination of this Lease and Xxxxxx’s agreement to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact attorn with respect to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the 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 InterestSecurity Document; provided, Tenant shall immediately attorn to the Purchaserhowever, 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 with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the subordination of agreement subordinating this Lease to Superior Interests as set forth abovesuch lease, the holder mortgage or deed of any Superior Interest may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior trust shall contain a non-disturbance provision that is reasonably acceptable to such Superior InterestHolder, Landlord and Tenant in accordance with Section 12.3, below.

Appears in 1 contract

Samples: Datacenter Lease (SilverSun Technologies, Inc.)

Subordination and Attornment. This Tenant shall, upon Xxxxxxxx’s request, subordinate this Lease is expressly made subject and subordinate to the lien of 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 which is mortgage now existing or hereafter executed placed upon Landlord’s interest in the Leased Premises or recordedupon any buildings hereafter placed upon the land of which the Leased Premises form a part. In addition, upon the request of Landlord, Tenant shall subordinate its rights hereunder to the lien of any present mortgage or future modificationmortgages or the lien or security interest from any other method of financing or refinancing (hereafter collectively referred to as “Mortgage”) now or hereafter against the Facility and the land upon which it is situated, amendment Landlord’s interest therein, or supplement the Leased Premises and the buildings now or thereafter built or to any of be built in the foregoingFacility, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordinationall renewals, modifications, replacements, consolidations, and extensions thereof. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, shall execute and deliver to Landlord a document evidencing the subordination of deliver, upon demand, such further instrument or instruments subordinating this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver the lien of any such instrument in Mortgage, provided any subordination shall be upon the name of Tenant if Tenant fails to do so within such time. If the 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 express condition that this Lease and any extension or renewal hereof shall continue remain in full force and effect as a direct lease between during the Purchaser Lease Term, notwithstanding any default in the payment and performance of such Mortgage and notwithstanding any foreclosure proceedings with respect thereto; provided, however, that 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 shall perform all of the termination of this Lease as a result of such foreclosure or other proceedingsterms, Tenant shall enter in to a new lease with Purchaser on the terms covenants, and conditions of this Lease applicable by it undertaken to be performed. Tenant shall, in the event that any proceedings are brought for the foreclosure of any Mortgage made by Landlord covering that Leased Premises, attorn to the remainder of the term hereof. Notwithstanding the subordination of purchaser upon such foreclosure and recognize such purchaser as Landlord under 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 Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior InterestLease.

Appears in 1 contract

Samples: Sublease Agreement

Subordination and Attornment. (a) This Lease is expressly made and shall be subject and subordinate to any mortgageall Mortgages and Superior Leases, deed of trustand Tenant shall attorn to such Mortgagee or Lessor, ground lease, underlying lease or like encumbrance affecting any part of the Real Property its successors in interest or any purchaser in a foreclosure sale; provided, however, as a condition to Tenant’s agreement to subordinate Tenant’s interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Interest”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of in this Lease to a particular the lien of any Mortgage and/or any Superior Interest. Lease Tenant hereby irrevocably appoints Landlord as Tenant’s attorney-in-fact to execute and deliver shall receive from each Mortgagee or Lessor, an agreement (any such instrument agreement, a “Non-Disturbance Agreement”), in the name standard form customarily employed by such Mortgagee or Lessor (which conforms to the provisions of this Article 9 and is otherwise reasonably satisfactory to Tenant), pursuant to which such Mortgagee or Lessor shall agree that, if and so long as no Event of Default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant if Tenant fails to do so within such time. If the 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 not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage or which such Lessor shall take to terminate such Superior Lease, as applicable, and that the successor landlord (whether Mortgagee, its nominee or designee, any purchaser at a foreclosure sale, or such other person, or such person’s successors or assigns, or designee, together with the successors and assigns of such successor landlord, “Successor Landlord”) shall recognize this Lease as being in full force and effect as if it were a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the terms terms, covenants, conditions and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject options granted to Tenant under this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease except as a result of such foreclosure or other proceedings, Tenant shall enter otherwise provided in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term Section 9.1(b) hereof. Notwithstanding the subordination of [***] Certain information in this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time document has been omitted from this exhibit because it is both (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease i) not material and (ii) would be prior and superior to such Superior Interestcompetitively harmful if publicly disclosed.

Appears in 1 contract

Samples: Lease (CRISPR Therapeutics AG)

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