Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 6 contracts

Samples: Sublease Agreement (Atara Biotherapeutics, Inc.), Lease (CareDx, Inc.), Lease (CareDx, Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 4 contracts

Samples: Lease (Zentalis Pharmaceuticals, Inc.), Lease (Zentalis Pharmaceuticals, LLC), Lease (Zentalis Pharmaceuticals, LLC)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 4 contracts

Samples: Lease (CymaBay Therapeutics, Inc.), Lease (Infinity Oil & Gas Co), Lease (Ambit Biosciences Corp)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10I 0) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 4 contracts

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

Subordination and Attornment. ~~34.1~~19.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by ~~Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each~~ Landlord provided such ~~mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb~~ party recognizes Tenant’s ~~possession, so long as Tenant is not in default~~ rights under ~~this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~the Lease. ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~19.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if reasonably required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 19.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this ~~Lease. 34.4. Within thirty (30) days after the execution of this~~ Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to provided Tenant’s ~~obligations~~ rights under ~~this Lease, and~~ the Lease are not disturbed so long as Tenant ~~shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent~~ is not ~~satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt~~ default of ~~such written notice from Tenant to provide such Subordination, Non-~~its obligations hereunder.

Appears in 4 contracts

Samples: Lease Agreement (Ascend Wellness Holdings, LLC), Lease Agreement (Ascend Wellness Holdings, LLC), Lease Agreement (Ascend Wellness Holdings, LLC)

Subordination and Attornment. ~~34.1.~~ 31.1 This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2.~~ 31.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord~~, subject to the delivery to Tenant, at no cost to Landlord, of a subordination,~~ ; provided that such instrument contains commercially reasonable non-disturbance covenants of the Mortgagee and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb that Tenant’s ~~possession, so~~ occupancy and rights under this Lease shall not be modified as long as Tenant is not in ~~default~~ Default under this ~~Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~Lease. ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant ~~hereby~~ hereby, constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~31.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant or modifying the Term shall be deemed as materially altering the terms hereof. 31.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 3 contracts

Samples: Lease (Tocagen Inc), Lease (Tocagen Inc), Lease (Tocagen Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, such failure shall constitute a Default under this Lease. Landlord represents to Tenant ~~hereby constitutes~~ that, as of the Execution Date, the Project is not encumbered by a mortgage, deed of trust or ground lease. 30.3. Upon written request of Landlord and ~~appoints Landlord as its special attorney-in-fact~~ opportunity for Tenant to review, Tenant agrees to execute ~~and deliver~~ any ~~such document~~ Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or ~~documents in~~ beneficiary of a deed of trust encumbering real property of which the ~~name~~ Premises constitute a part incident to the financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after~~ Notwithstanding anything to the ~~execution~~ contrary in this Article, the obligation of ~~this Lease by both parties~~Tenant to subordinate to any future mortgage, ~~Landlord~~ deed of trust, or lease shall ~~deliver~~ be subject to ~~Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each~~ the condition that the holder of a any such mortgage or deed of trust ~~covering~~ or the ~~Premises. The execution and/or delivery by~~ lessor under any such ~~holder~~ lease shall enter into a commercially reasonable non-disturbance agreement that does not materially adversely affect any of ~~such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s~~ the rights or obligations of Tenant under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-.

Appears in 3 contracts

Samples: Sublease (Zentalis Pharmaceuticals, Inc.), Sublease (Zentalis Pharmaceuticals, LLC), Sublease (Zentalis Pharmaceuticals, LLC)

Subordination and Attornment. ~~34.1.~~ This Lease and all of Tenant’s rights hereunder shall be ~~subject and~~ subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or ~~lease in which Landlord is tenant~~ any other security instrument now or hereafter ~~in force against~~ affecting or encumbering the ~~Building~~ Building, or any part thereof or interest therein, and to any and all advances made on the ~~Project~~ security thereof or Xxxxxxxx’s interest therein, and to all ~~advances made or hereafter to be made upon the security~~ renewals, modifications, consolidations, replacements and extensions thereof ~~without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing~~(an “encumbrance”, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of ~~each such mortgage deed of trust or from such lessor substantially in~~ the ~~form attached~~ beneficial interest thereunder being referred to as ~~Exhibit F hereto~~an “encumbrancer”). An encumbrancer may, ~~which requires such holder or lessor~~ however, subordinate its encumbrance to ~~accept~~ this Lease, and ~~not~~ if an encumbrancer so elects by notice to ~~disturb~~ Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior ~~in lien~~ to such encumbrance. If any ~~such lease, mortgage~~encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of ~~trust upon or including~~ foreclosure is given to the ~~Premises regardless of date and~~ encumbrancer thereunder, Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser ~~upon~~ at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any ~~such foreclosure~~ encumbrance consisting of a ground lease or ~~sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of~~ underlying lease to which this Lease ~~by both parties~~is subordinate is terminated, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall ~~have~~ attorn to the ~~right~~ lessor thereof. Tenant shall execute, acknowledge and deliver in the form requested by Landlord or any encumbrancer, any documents required to ~~terminate~~ evidence or effectuate the subordination hereunder, or to make this Lease ~~by written notice provided~~ prior to ~~Landlord within ten (10) days after~~ the ~~expiration~~ lien of any encumbrance, or to evidence such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attornment.

Appears in 3 contracts

Samples: Office Lease (Salesforce Com Inc), Office Lease (Salesforce Com Inc), Office Lease (Salesforce Com Inc)

Subordination and Attornment. ~~34.1~~19.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~19.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 19.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 3 contracts

Samples: Lease Agreement (Ascend Wellness Holdings, LLC), Lease Agreement (Ascend Wellness Holdings, LLC), Purchase and Sale Agreement

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall~~ is and will be subject and subordinate to ~~the lien of any mortgage, deed of trust,~~ all ground or ~~lease in~~ underlying leases which ~~Landlord is tenant~~ now exist or may hereafter ~~in force against the Building or~~ be executed affecting the Project and to ~~all advances made~~ the lien and provisions of any mortgages or deeds of trust now or hereafter ~~to be made upon~~ placed against the ~~security thereof~~ 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 ~~effectuate~~ effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such ~~subordination. 34.2~~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, or the date of the recording thereof. ~~Notwithstanding the foregoing,~~ Tenant ~~shall~~ will execute and deliver upon ~~demand~~ request from Landlord, such further ~~instrument or~~ instruments evidencing ~~such~~ the subordination of this Lease to ~~the lien of~~ any ~~such mortgage~~ ground or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Leaseunderlying lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any ~~such lease, mortgage,~~ mortgage or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3trust. In the event any proceedings are brought for ~~foreclosure,~~ default under any ground or underlying lease or in the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust ~~made by~~ against the Project, Tenant will, upon request of any person or party succeeding to the interest of Landlord ~~covering the Premises~~as a result of such proceedings, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to ~~the purchaser upon any~~ such ~~foreclosure or sale~~ successor in interest and recognize such ~~purchaser~~ successor in interest as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease Assignment & Assumption (Fulgent Genetics, Inc.), Sublease Agreement (Fulgent Genetics, Inc.)

Subordination and Attornment. ~~34.1.~~ This Lease and all of Tenant’s rights hereunder shall be ~~subject and~~ subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or ~~lease in which Landlord is tenant~~ any other security instrument now or hereafter ~~in force against~~ affecting or encumbering the ~~Building~~ Building, or any part thereof or interest therein, and to any and all advances made on the ~~Project~~ security thereof or Landlord’s interest therein, and to all ~~advances made or hereafter to be made upon the security~~ renewals, modifications, consolidations, replacements and extensions thereof ~~without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing~~(an “encumbrance”, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of ~~each such mortgage deed of trust or from such lessor substantially in~~ the ~~form attached~~ beneficial interest thereunder being referred to as ~~Exhibit F hereto~~an “encumbrancer”). An encumbrancer may, ~~which requires such holder or lessor~~ however, subordinate its encumbrance to ~~accept~~ this Lease, and ~~not~~ if an encumbrancer so elects by notice to ~~disturb~~ Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior ~~in lien~~ to such encumbrance. If any ~~such lease, mortgage~~encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of ~~trust upon or including~~ foreclosure is given to the ~~Premises regardless of date and~~ encumbrancer thereunder, Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser ~~upon~~ at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any ~~such foreclosure~~ encumbrance consisting of a ground lease or ~~sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of~~ underlying lease to which this Lease ~~by both parties~~is subordinate is terminated, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall ~~have~~ attorn to the ~~right~~ lessor thereof. Tenant shall execute, acknowledge and deliver in the form requested by Landlord or any encumbrancer, any documents required to ~~terminate~~ evidence or effectuate the subordination hereunder, or to make this Lease ~~by written notice provided~~ prior to ~~Landlord within ten (10) days after~~ the ~~expiration~~ lien of any encumbrance, or to evidence such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attornment.

Appears in 2 contracts

Samples: Sublease Agreement (Salesforce Com Inc), Sublease Agreement (Salesforce Com Inc)

Subordination and Attornment. ~~34.1. This~~ (a) Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to ~~the lien of~~ any ~~mortgage, deed of trust,~~ ground or underlying lease in which ~~Landlord is tenant~~ may now or hereafter be in ~~force against~~ effect regarding the ~~Building~~ Project or any component thereof, to any mortgage now or hereafter encumbering the Demised Premises or the Project ~~and~~ or any component thereof, to all advances made or hereafter to be made upon the security ~~thereof without the necessity~~ of ~~the execution~~ such mortgage, to all amendments, modifications, renewals, consolidations, extensions and ~~delivery~~ restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any ~~further instruments on~~ party in interest, shall execute promptly such instrument or certificates as may be reasonably required to carry out the ~~part~~ intent hereof, whether said requirement is that of ~~Tenant to effectuate such subordination~~Landlord or any other party in interest, including, without limitation, any mortgagee. ~~34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument~~ (b) If any mortgagee or ~~instruments evidencing such subordination of~~ lessee under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien ~~of any~~ or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or ~~mortgages or deeds of trust or lease~~ lease, as the case may be. The term "mortgage", as used in ~~which Landlord is tenant as may be required by Landlord~~this Lease, ~~subject~~ includes any deed to ~~the delivery to Tenant~~secure debt, ~~at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage~~ deed of trust or ~~from such lessor substantially~~ security deed and any other instrument creating a lien in ~~the form attached~~ connection with any other method of financing or refinancing. The term "mortgagee", as ~~Exhibit F hereto, which requires such holder or lessor to accept~~ used in this Lease, ~~and not~~ refers to ~~disturb Tenant’s possession, so long as Tenant is not in default under this Lease (~~the holder(s) of the indebtedness secured by a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3.~~ (c) In the event any proceedings are brought for ~~foreclosure~~the foreclosure of, or in the event of ~~the~~ exercise of the power of sale ~~under~~ under, any mortgage covering the Demised Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of ~~trust made by~~ foreclosure or other legal proceedings, or in the event of termination of any lease under which Landlord may hold title, Tenant shall, at the option of the transferee or purchaser at foreclosure or under power of sale, or the lessor of the Landlord ~~covering~~ upon such lease termination, as the ~~Premises~~case may be (sometimes hereinafter called "such person"), ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to ~~the purchaser upon any~~ such ~~foreclosure or sale~~ person and shall recognize and be bound and obligated hereunder to such ~~purchaser~~ person as the Landlord under this Lease~~. 34.4. Within thirty~~ ; provided, however, that no such person shall be (30i) ~~days after~~ bound by any payment of Rent for more than one (1) month in advance, except prepayments in the ~~execution~~ nature of security for the performance by Tenant of its obligations under this Lease; (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be (provided that Tenant was notified in writing of such mortgagee or lessor of Landlord); (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); (iv) liable for any act or omission of any prior landlord (including Landlord); (v) subject to any offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by ~~both parties~~any warranty or representation of any prior landlord (including Landlord) relating to work performed by any prior landlord (including Landlord) under this Lease. Landlord's successor shall not be liable for the matters described in clauses (iii) through (vi) of the preceding sentence, provided Landlord shall ~~deliver~~ remain liable to Tenant for the matters described therein. Tenant agrees to execute any attornment agreement reasonable in form and content and not in conflict herewith requested by Landlord, the mortgagee or such person. Tenant's obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord's interest in the Demised Premises or the Building pursuant to the powers granted to a ~~Subordination~~mortgagee under its mortgage, ~~Non-Disturbance~~ shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of Tenant hereunder. Landlord and ~~Attornment Agreement in a form reasonably acceptable~~ Tenant agree that notwithstanding that this Lease is expressly subject and subordinate to ~~Tenant executed by each~~ any mortgages, any mortgagee, its successors and assigns, or other holder of a mortgage or ~~deed~~ of ~~trust covering~~ a note secured thereby, may sell the ~~Premises. The execution and/or delivery by any~~ Demised Premises or the Building, in the manner provided in the mortgage and may, at the option of such mortgagee, its successors and assigns, or other holder of the mortgage or note secured thereby, make such ~~a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent~~ sale of the Demised Premises or Building subject to ~~Tenant’s obligations under~~ this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-. See Special Stipulation No. 6.

Appears in 2 contracts

Samples: Lease Agreement (Healtheon Corp), Lease Agreement (Healtheon Corp)

Subordination and Attornment. ~~34.1.~~ 30.1 This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2.~~ 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such non-disturbance, subordination and attornment of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, ~~subject to the delivery to Tenant, at no cost to Landlord,~~ it being expressly understood that any Lender’s required form of ~~a subordination,~~ non-~~disturbance~~ disturbance, subordination and attornment ~~agreement from the holder~~ shall be deemed to be a commercially reasonable instrument for purposes of ~~each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept~~ this ~~Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~Section. ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Cue Health Inc.), Lease (Cue Health Inc.)

Subordination and Attornment. ~~34.1~~19.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided the holder of any such mortgage, deed of trust or lease provides Tenant with an executed Non-Disturbance Agreement in commercially reasonable form. ~~34.2~~19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~19.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 19.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease Agreement (Innovative Industrial Properties Inc), Purchase and Sale Agreement (Innovative Industrial Properties Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by ~~Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each~~ Landlord on such ~~mortgage deed of trust~~ lender’s or ~~from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant~~ground lessor’s ~~possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~standard form. ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, ~~this Lease~~ however, Tenant’s leasehold shall be deemed prior ~~in lien~~ to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Pandion Therapeutics Holdco LLC), Lease (Pandion Therapeutics Holdco LLC)

Subordination and Attornment. ~~34.1.~~ (a) This Lease and all of the rights of the Tenant hereunder are, and shall be at all times be, subject and subordinate to any and all mortgages, trust deeds and the charge or lien ~~of any mortgage, deed of trust~~resulting from, or ~~lease~~ any instruments of, any financing, refinancing or collateral financing and any renewals or extensions thereof from time to time in ~~which Landlord is tenant now or hereafter in force~~ existence against the Building or any part thereof. Upon request, the ~~Project~~ Tenant shall subordinate this Lease and all of its rights hereunder in such form as the Landlord requires to any and all mortgages, trust deeds or the charge or lien resulting from, any instrument of, any financing, refinancing or collateral financing and to all advances made or hereafter to be made upon the security ~~thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination~~thereof. ~~34.2. Notwithstanding the foregoing,~~ (b) The Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). Howevershall, if ~~any such mortgagee, beneficiary or landlord under lease wherein Landlord~~ possession is ~~tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage~~taken under, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure~~the foreclosure of, or in the event of the exercise of the power of sale under any ~~mortgage~~ mortgage, charge, lease or sale and leaseback transaction, deed of ~~trust~~ trust, or the lien resulting from any other method of financing, refinancing or collateral financing made by the Landlord ~~covering~~ or otherwise in existence against the ~~Premises~~Building, ~~the Tenant shall at the election of the purchaser at such foreclosure~~ or ~~sale~~ any part thereof, attorn to the Mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser upon any such foreclosure or sale and recognize such Mortgagee, chargee, lessee, trustee, other encumbrancer or the purchaser as the Landlord under this Lease. ~~34.4. Within thirty~~ (30c) ~~days after~~ The obligation of the ~~execution of~~ Tenant to subordinate this Lease ~~by both parties~~and to attorn to the Mortgagee as provided for in Section 14.02(a) and (b) is conditional upon the Mortgagee providing a written acknowledgement in favour of the Tenant, ~~Landlord shall deliver~~ that so long as the Tenant is not in default under the covenants, obligations and agreements on the part of the Tenant herein to be performed, the Tenant ~~a Subordination, Non-Disturbance and Attornment Agreement~~ may continue in ~~a form reasonably acceptable to Tenant executed by each holder~~ possession of ~~a mortgage or deed of trust covering~~ the Premises~~. The execution and/or delivery~~ , without disturbance by ~~any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have~~ the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-Mortgagee.

Appears in 2 contracts

Samples: Lease (Acc Corp), Office Lease (Ace Hardware Corp)

Subordination and Attornment. ~~34.1~~31.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. The subordination of this Lease to a ground lease or instrument of security shall be conditioned upon Tenant’s receipt from any such ground lessors or lenders of a written agreement in form reasonably satisfactory to Tenant providing for recognition of Tenant’s interest under this Lease in the event of the termination of the ground lease or of a foreclosure of lender’s security interest, as applicable. ~~34.2~~31.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~31.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant or modifying the Term shall be deemed as materially altering the terms hereof. 31.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Ardelyx, Inc.), Lease (Ardelyx, Inc.)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of ~~trust,~~ trust or lease (the “Underlying Mortgages”) in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security ~~thereof without~~ thereof. Notwithstanding anything to the ~~necessity~~ contrary in this Section 34.1, with respect to any Underlying Mortgage hereafter executed affecting the Project and/or the Premises, this Lease shall be subordinated thereto only if the holder of the ~~execution~~ Underlying Mortgage enters into a subordination, non-disturbance and ~~delivery~~ attornment agreement in such holder’s standard form or in another commercially reasonable form which subordinates this Lease and provides for such holder’s recognition of ~~any further instruments on~~ the ~~part of~~ Lease and for the agreement by Tenant and such holder to ~~effectuate such subordination~~attorn one to the other upon the terms hereof. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant or modifying the Term of this Lease shall be deemed as materially altering the terms hereof. 34.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Receptos, Inc.), Lease (Receptos, Inc.)

Subordination and Attornment. ~~34.1. 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 ~~shall~~ to be and become subject and subordinate to ~~the lien of~~ any ~~mortgage,~~ mortgage or deed of trust, and any renewal, extension, replacement or ~~lease in~~ modification thereof, covering the real property on which ~~Landlord is tenant now or hereafter in force against~~ the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoingis located, ~~Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any~~ provided that such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust ~~or from such lessor substantially in~~ shall contain provisions to the ~~form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession,~~ effect that so long as Tenant is shall not be in default ~~under~~ in the performance of any obligations to be performed by Tenant hereunder, the mortgagee, trustee or beneficiary, as the case may be, shall not terminate this Lease ~~(a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any~~ or the interest of Tenant in the Premises through foreclosure of such ~~mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage,~~ mortgage or deed of ~~trust upon or including~~ trust, and shall not disturb the possession and use of the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of by Tenant. ~~Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or~~ Tenant agrees that in the event of the enforcement, by judicial foreclosure, exercise of the power of ~~sale under~~ sale, or otherwise, of any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the ~~Premises~~real property on which the Building is located by the mortgagee, trustee or beneficiary thereunder or thereof, as the case may be, Tenant shall automatically become the lessee of any successor in interest in title to said real property as a result of such enforcement, without change in the terms of this Lease. ~~The execution and/or delivery by~~ Tenant further agrees that upon request of any such ~~holder of~~ successor in interest, Tenant will execute and deliver to such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of successor in interest an instrument or instruments confirming such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attornment.

Appears in 2 contracts

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

Subordination and Attornment. ~~34.1. This~~ Tenant shall, upon Landlord’s request, subordinate this Lease ~~shall be subject and subordinate~~ to the lien of any ~~mortgage, deed of trust, or lease in which Landlord is tenant~~ mortgage now or hereafter placed upon Landlord’s interest in ~~force~~ the Leased Premises or upon 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 mortgage or mortgages 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 ~~Building~~ Facility and the land upon which it is situated, Landlord’s interest therein, or the ~~Project~~ Leased Premises and the buildings now or thereafter built or to be built in the Facility, and to all ~~advances made or hereafter to be made upon the security thereof without the necessity of the execution~~ renewals, modifications, replacements, consolidations, and ~~delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2~~extensions thereof. ~~Notwithstanding the foregoing,~~ Tenant shall execute and ~~deliver~~ deliver, upon ~~demand~~ demand, such further instrument or instruments ~~evidencing such subordination of~~ subordinating this Lease to the lien of any such ~~mortgage~~ Mortgage, provided any subordination shall be upon the express condition that this Lease and any extension or ~~mortgages or deeds of trust or lease~~ renewal hereof shall remain in ~~which Landlord is tenant as may be required by Landlord~~full force and effect during the Lease Term, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially notwithstanding any default in the ~~form attached as Exhibit F hereto~~payment and performance of such Mortgage and notwithstanding any foreclosure proceedings with respect thereto; provided, ~~which requires such holder or lessor to accept this Lease~~however, that Tenant shall perform all of the terms, covenants, and ~~not to disturb Tenant’s possession, so long as Tenant is not in default under~~ conditions of this Lease ~~(a “Subordination~~by it undertaken to be performed. Tenant shall, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the ~~name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the~~ event that any proceedings are brought for ~~foreclosure, or in~~ the ~~event~~ foreclosure of ~~the exercise of the power of sale under~~ any ~~mortgage or deed of trust~~ Mortgage made by ~~the~~ Landlord covering ~~the~~ that Leased Premises, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to the purchaser upon ~~any~~ such foreclosure ~~or sale~~ and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Sublease Agreement, Sublease Agreement

Subordination and Attornment. ~~34.1.~~ This Lease and all of Tenant's rights hereunder shall be ~~subject and~~ subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, or ~~lease in which Landlord is tenant~~ any other security instrument now or hereafter ~~in force against~~ affecting or encumbering the ~~Building~~ Building, or any part thereof or interest therein, and to any and all advances made on the ~~Project~~ security thereof or Landlord's interest therein, and to all ~~advances made or hereafter to be made upon the security~~ renewals, modifications, consolidations, replacements and extensions thereof ~~without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing~~(an "encumbrance", Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of ~~each such mortgage deed of trust or from such lessor substantially in~~ the ~~form attached~~ beneficial interest thereunder being referred to as ~~Exhibit F hereto~~an "encumbrancer"). An encumbrancer may, ~~which requires such holder or lessor~~ however, subordinate its encumbrance to ~~accept~~ this Lease, and ~~not~~ if an encumbrancer so elects by notice to ~~disturb~~ Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior ~~in lien~~ to such encumbrance. If any ~~such lease, mortgage~~encumbrance to which this Lease is subordinate is foreclosed, or a deed in lieu of ~~trust upon or including~~ foreclosure is given to the ~~Premises regardless of date and~~ encumbrancer thereunder, Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser ~~upon~~ at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any ~~such foreclosure~~ encumbrance consisting of a ground lease or ~~sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of~~ underlying lease to which this Lease ~~by both parties~~is subordinate is terminated, ~~Landlord~~ Tenant shall attorn to the lessor thereof. Tenant shall execute, acknowledge and deliver ~~to Tenant a Subordination, Non-Disturbance and Attornment Agreement~~ in a the form reasonably ~~acceptable~~ requested by Landlord or any encumbrancer, any documents required to ~~Tenant executed by each holder of a mortgage~~ evidence or ~~deed of trust covering~~ effectuate the ~~Premises. The execution and/or delivery by any such holder of such a Subordination~~subordination hereunder, ~~Non-Disturbance and Attornment Agreement is a condition precedent~~ or to ~~Tenant’s obligations under this Lease, and Tenant shall have the right to terminate~~ make this Lease ~~by written notice provided~~ prior to ~~Landlord within ten (10) days after~~ the ~~expiration~~ lien of any encumbrance, or to evidence such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attornment.

Appears in 2 contracts

Samples: Office Lease (Critical Path Inc), Office Lease (Critical Path Inc)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall~~ is and will be subject and subordinate to ~~the lien of any mortgage, deed of trust,~~ all ground or ~~lease in~~ underlying leases which ~~Landlord is tenant~~ now exist or may hereafter ~~in force against the Building or~~ be executed affecting the Project and to ~~all advances made~~ the lien and provisions of any mortgages or deeds of trust now or hereafter ~~to be made upon~~ placed against the ~~security thereof~~ 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 ~~effectuate~~ effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such ~~subordination. 34.2~~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, or the date of the recording thereof. ~~Notwithstanding the foregoing,~~ Tenant ~~shall~~ will execute and deliver upon ~~demand~~ request from Landlord, such further ~~instrument or~~ instruments evidencing ~~such~~ the subordination of this Lease to ~~the lien of~~ any ~~such~~ ground or underlying lease, and to any mortgage or ~~mortgages or deeds~~ deed of ~~trust or lease in which Landlord is tenant as may be required by Landlord~~trust, ~~subject to~~ provided the ~~delivery to Tenant, at no cost to Landlord, of~~ same contains a ~~subordination,~~ non-disturbance ~~and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor~~ provision reasonably satisfactory to ~~accept this Lease, and not to disturb~~ Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure,~~ default under any ground or underlying lease or in the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust ~~made by~~ against the ~~Landlord covering~~ Project, Tenant will, upon request of any person or party succeeding to the ~~Premises~~interest of Xxxxxxxx as a result of such proceedings, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to ~~the purchaser upon any~~ such ~~foreclosure or sale~~ successor in interest and recognize such ~~purchaser~~ successor in interest as ~~the~~ Landlord under this ~~Lease. 34.4. Within thirty (30) days after~~ Lease if said successor in interest agrees to all the ~~execution~~ terms and conditions of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-..

Appears in 2 contracts

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

Subordination and Attornment. ~~34.1~~19.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~19.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~19.4. ~~Within thirty (30) days after~~ Notwithstanding anything herein to the ~~execution of this Lease by both parties~~contrary, in no event shall Landlord ~~shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ obtain financing or ~~deed of trust covering~~ execute or enter into any agreement affecting the ~~Premises. The execution and/or delivery by any~~ Property if such ~~holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to~~ action jeopardizes Tenant’s ~~obligations under this Lease, and Tenant shall have~~ License or otherwise unreasonably interferes with the ~~right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied~~ Permitted Use in ~~a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~any material respect.

Appears in 2 contracts

Samples: Lease Agreement (Innovative Industrial Properties Inc), Lease Agreement (Innovative Industrial Properties Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, provided the same shall not materially adversely effect any of Tenant’s rights under this Lease, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Tenant may, but shall not be required to, execute any such Lease amendments if the same materially adversely effects any of Tenant’s rights under this Lease. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease~~. 34.4. Within thirty (30) days after~~ , provided such purchaser recognizes Tenant as tenant under this Lease and further provided that the ~~execution~~ term of this Lease ~~by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance~~ and ~~Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder~~ all of ~~a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to~~ Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-rights hereunder continue undisturbed.

Appears in 2 contracts

Samples: Lease (EverQuote, Inc.), Lease (EverQuote, Inc.)

Subordination and Attornment. ~~34.1~~18.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~18.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~18.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~18.4. ~~Within thirty (30) days after~~ Notwithstanding anything herein to the ~~execution of this Lease by both parties~~contrary, in no event shall Landlord ~~shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ obtain financing or ~~deed of trust covering~~ execute or enter into any agreement affecting the ~~Premises. The execution and/or delivery by any~~ Property if such ~~holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to~~ action jeopardizes Tenant’s ~~obligations under this Lease, and Tenant shall have~~ License or otherwise unreasonably interferes with the ~~right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied~~ Permitted Use in ~~a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~any material respect.

Appears in 2 contracts

Samples: Lease Agreement (Innovative Industrial Properties Inc), Lease Agreement (Innovative Industrial Properties Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof (collectively, “Mortgage”) without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after the execution~~ The subordination and attornment provisions of this ~~Lease by both parties, Landlord shall deliver to~~ Article are conditioned upon Tenant ~~a Subordination, Non-Disturbance~~ and ~~Attornment Agreement in a form reasonably acceptable to Tenant executed by each~~ the holder of any current or future Mortgagee executing a ~~mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination~~subordination, ~~Non~~non-~~Disturbance~~ disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied attornment agreement in ~~a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~reasonable form.

Appears in 2 contracts

Samples: Sublease Agreement (Natera, Inc.), Sublease Agreement (Natera, Inc.)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall~~ is and will be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting the Building and to the lien and provisions of any ~~mortgage, deed~~ mortgages or deeds of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter ~~in force~~ placed against the Building or against Landlord’s interest or estate in the ~~Project~~ Building or on or against any ground or underlying lease, and ~~to all advances made or hereafter to be made upon the security thereof~~ 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 ~~effectuate~~ effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such ~~subordination. 34.2~~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, or the date of the recording thereof. ~~Notwithstanding the foregoing,~~ Tenant ~~shall~~ will execute and deliver upon ~~demand~~ request from Landlord, such further ~~instrument or~~ instruments evidencing ~~such~~ the subordination of this Lease to ~~the lien of~~ any ~~such mortgage~~ ground or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Leaseunderlying lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any ~~such lease, mortgage,~~ mortgage or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3trust. In the event any proceedings are brought for ~~foreclosure,~~ default under any ground or underlying lease or in the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust ~~made by the Landlord covering~~ against the Premises, Tenant will, upon request of any person or party succeeding to the ~~Tenant shall at the election~~ interest of ~~the purchaser at~~ Landlord as a result of such ~~foreclosure or sale~~ proceedings, attorn to ~~the purchaser upon any~~ such ~~foreclosure or sale~~ successor in interest and recognize such ~~purchaser~~ successor in interest as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Office Building Lease (Archipelago Learning, Inc.), Office Building Lease (Archipelago Learning, Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, conditioned upon Tenant’s receipt of a commercially reasonable non-disturbance agreement, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Shotspotter, Inc), Lease (Shotspotter, Inc)

Subordination and Attornment. ~~34.1~~29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or ground or master lease in which Landlord is tenant now or hereafter in force against the Building or the ~~Project~~ Property and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~29.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~29.3. Upon written request of Landlord, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 29.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 2 contracts

Samples: Lease (Graybug Vision, Inc.), Lease (Graybug Vision, Inc.)

Subordination and Attornment. ~~34.1~~33.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~33.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~33.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ~~34.4~~33.4. ~~Within thirty (30) days after~~ Notwithstanding anything to the ~~execution of this Lease by both parties~~contrary contained herein, ~~Landlord shall deliver to~~ so long as Tenant ~~a Subordination, Non-Disturbance and Attornment Agreement~~ is not in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations default under this Lease, its peaceful use and ~~Tenant shall have~~ occupancy of the ~~right to terminate~~ Premises under this Lease shall not be impaired, restricted or terminated by ~~written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period~~any mortgagee, ~~if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination~~grand lessor, ~~Non-~~beneficiary, or secured party.

Appears in 2 contracts

Samples: Lease (Array Biopharma Inc), Lease (Array Biopharma Inc)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall~~ is and will be subject and subordinate to all ground or underlying leases which now exist or may hereafter be executed affecting the Building and to the lien and provisions of any ~~mortgage, deed~~ mortgages or deeds of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter ~~in force~~ placed against the Building or against Landlord's interest or estate in the ~~Project~~ Building or on or against any ground or underlying lease, and ~~to all advances made or hereafter to be made upon the security thereof~~ 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 ~~effectuate~~ effect subordination. If any mortgagee, trustee or ground lessor elects to have this Lease prior to the lien of such ~~subordination. 34.2~~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, or the date of the recording thereof. ~~Notwithstanding the foregoing,~~ Tenant ~~shall~~ will execute and deliver upon ~~demand~~ request from Landlord, such further ~~instrument or~~ instruments evidencing ~~such~~ the subordination of this Lease to ~~the lien of~~ any ~~such mortgage~~ ground or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Leaseunderlying lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any ~~such lease, mortgage,~~ mortgage or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3trust. In the event any proceedings are brought for ~~foreclosure,~~ default under any ground or underlying lease or in the event of foreclosure or the exercise of the power of sale under any mortgage or deed of trust ~~made by the Landlord covering~~ against the Premises, Tenant will, upon request of any person or party succeeding to the ~~Tenant shall at the election~~ interest of ~~the purchaser at~~ Landlord as a result of such ~~foreclosure or sale~~ proceedings, attorn to ~~the purchaser upon any~~ such ~~foreclosure or sale~~ successor in interest and recognize such ~~purchaser~~ successor in interest as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Office Building Lease (Preferred Voice Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. As of the Execution Date, there are no mortgages, deeds of trust or ground leases encumbering the Project. The automatic subordination to any future mortgage, deed of trust or lease provided for in this Section is expressly conditioned upon the holder of such mortgage, deed of trust or lease, agreeing that as long as no Default occurs under this Lease, the holder of such mortgage, deed of trust or lease will not disturb Tenant’s rights of possession under this Lease. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant ~~fails~~ to review, Tenant agrees to execute any ~~document~~ Lease amendments not materially altering the terms of this Lease, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Mortgagee incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (REGENXBIO Inc.)

Subordination and Attornment. ~~34.1~~30.1. ~~This~~ As of the Execution Date there is no loan encumbering the Building; however, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request, and in connection with such agreement, Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement in favor of Tenant. If Tenant fails to execute any commercially reasonable document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review and approve (which Tenant shall not unreasonably withhold, condition or delay), Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Regulus Therapeutics Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. As of the Execution Date of this Lease, there is no loan encumbering Landlord’s interest in the Property. The automatic subordination to any future mortgage, deed of trust or lease provided for in this Section is expressly conditioned upon the holder of such mortgage, deed of trust or lease, agreeing that as long as no Default occurs under this Lease, the holder of such mortgage, deed of trust or lease will not disturb Tenant’s rights of possession under this Lease. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially increasing Tenant’s obligations or reducing Tenant’s rights under the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Carbylan Therapeutics, Inc.)

Subordination and Attornment. ~~34.1. This~~ 30.1 Subject to Section 30.5, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or ground lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2.~~ 30.2 Notwithstanding the foregoing, solely in confirmation of the foregoing subordination, Tenant shall execute and deliver upon demand such reasonable and customary further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or ground lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document ~~required from Tenant under~~ described in the first sentence of this Section 30.2 within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3.~~ 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments that do not materially alter the terms of this Lease or in any way materially adversely affect or impair the rights of Tenant or materially reduce the obligations of Landlord hereunder, if reasonably required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4. Within thirty~~ 30.5 Notwithstanding the foregoing, Tenant shall not be obligated to subordinate this Lease (30nor shall this Lease be subordinate) ~~days after~~ to any mortgage, deed of trust or ground lease, or to attorn to any successor landlord, unless Landlord and the ~~execution~~ lender, trustee or lessor under such mortgage, deed of trust, or ground lease, as the case may be, and Tenant execute a commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”) wherein Tenant’s occupancy under the terms of this Lease ~~by both parties, Landlord~~ shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-be undisturbed.

Appears in 1 contract

Samples: Lease Agreement (Depomed Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, it shall be a default hereunder, subject to applicable notice and cure periods. Landlord shall request a subordination and non-disturbance agreement from (a) its current Lender within thirty (30) days after the Term Commencement Date, and (b) any future Lender, each on such Lenders’ standard form; provided, however, that Tenant ~~hereby constitutes~~ acknowledges and ~~appoints~~ agrees that such Lenders have no contractual or other obligation to deliver such subordination and non-disturbance agreement. 30.3. Upon written request of Landlord ~~as its special attorney-in-fact~~ and opportunity for Tenant to review, Tenant agrees to execute ~~and deliver~~ any ~~such document or documents in~~ Lease amendments not materially altering the ~~name~~ terms of ~~Tenant. Such power is coupled with an interest and is irrevocable~~this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after~~ Notwithstanding anything to the contrary contained in this Lease, the execution of this Lease by ~~both parties,~~ Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not ~~satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant~~ subject to ~~provide such Subordination, Non-~~approval by Landlord’s Lender.

Appears in 1 contract

Samples: Lease (Omega Therapeutics, Inc.)

Subordination and Attornment. ~~34.1.~~ (a) This Lease and the Lessee’s interest in the Leased Property and its interest as lessee hereunder shall at all times be subject and subordinate to the lien of ~~any mortgage, deed~~ the Indenture and the Deed of ~~trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project~~ Trust and to all ~~advances made~~ the terms, conditions and provisions thereof, whether now existing or hereafter created and without the need for any further act or agreement by the Lessee; provided, however, that so long as an Event of Default under the Indenture or an Event of Nonappropriation has not occurred and is then continuing this Lease shall remain in full force and effect notwithstanding such subordination or the Lessor’s default in connection with the said lien, and the Lessee shall not be disturbed by the Lessor or the Trustee in its possession, use and enjoyment of the Leased Property during the term of the Lease or in the enjoyment of its rights hereunder. The Lessee shall not subordinate its interests hereunder or in the Leased Property to any other lien or encumbrance without the prior written consent of the Trustee. Any such unauthorized subordination by the Lessee shall be void and of no force or effect whatsoever. (b) In the event of any sale, assignment or transfer of the Lessor’s interest under this Lease or in the Leased Property, including any such disposition resulting from the Lessor’s default under the said lien, the Lessee shall attorn to the Lessor’s successor and shall recognize such successor as the Lessor under this Xxxxx, said attornment to be ~~made upon the security thereof~~ effective and self-operative without the ~~necessity of the~~ execution ~~and delivery~~ of any ~~further~~ other instruments on the part of ~~Tenant to effectuate~~ either party hereto immediately upon such ~~subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease~~ successor succeeding to the ~~lien~~ interest of ~~any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to~~ the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this LeaseLessor hereunder, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall ~~be deemed prior~~ continue in ~~lien to any such lease~~accordance with its terms between the Lessee, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Leaselessee, and ~~Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of~~ such ~~initial thirty (30) day period~~successor, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-as Xxxxxx.

Appears in 1 contract

Samples: Master Lease Agreement

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver ~~upon demand~~ such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by ~~Landlord~~Landlord on the lender’s commercially reasonable standard form, ~~subject~~ as modified to ~~the delivery to~~ include commercially reasonable comments submitted by Tenant~~, at no cost to Landlord, of a subordination,~~ ; provided that such instrument(s) contain customary non-disturbance ~~and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto~~language, ~~which requires such holder or lessor~~ reasonably acceptable to ~~accept this Lease, and not to disturb~~ Tenant~~’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~. ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute and deliver any ~~document required from Tenant under this Section~~ such instrument within ten (10) ~~business~~ days after Landlord or such Mortgagee has made written request therefor, ~~Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any~~ ++++ then such ~~document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable~~failure shall be a Default hereunder. ~~34.3~~30.3. [Intentionally omitted] 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, and upon the assumption by the purchaser of Landlord’s obligations hereunder, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Sublease (Momenta Pharmaceuticals Inc)

Subordination and Attornment. ~~34.1. This~~ 30.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, this Lease shall be subject to and subordinate to the lien of any ~~mortgage,~~ mortgage or deed of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to Tenant a non-disturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may reasonably request and is approved by Tenant, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. ~~34.2.~~ 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver ~~upon~~ within ten (10) days after demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or ~~mortgages or deeds~~ deed of trust ~~or lease in which Landlord is tenant~~ as may be required by Landlord, ~~subject~~ provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to ~~the delivery to Tenant, at no cost to Landlord, of~~ Tenant a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement ~~from the holder of each such mortgage deed of trust or from such lessor substantially~~ in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)recordable form. However, if any such ~~mortgagee,~~ mortgagee or beneficiary so elects at any time prior to or ~~landlord under lease wherein Landlord is tenant so elects~~following a default by Tenant, this Lease shall be deemed prior in lien to any such ~~lease, mortgage,~~ mortgage or deed of trust ~~upon or including the Premises~~ regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3.~~ 30.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this ~~Lease~~Lease in accordance with the previously executed non-disturbance agreement described in Section 30.1 above. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Purchase Agreement (Ligand Pharmaceuticals Inc)

Subordination and Attornment. ~~34.1~~35.1. ~~This~~ Provided that Tenant receives a non-disturbance agreement from any applicable mortgagee, beneficiary or landlord in substantially the same form as Exhibit "F" attached hereto (the "Nondisturbance Agreement"), this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~35.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised 41 44 Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~35.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Cytrx Corp)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall be~~ and the right of the Tenant hereunder are expressly subject and subordinate to the lien and provisions of any mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or ~~lease in which Landlord is tenant~~ other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter ~~in force against~~ encumbering the ~~Building~~ Premises, the Building, the Property, or ~~the Project~~ any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon ~~the security thereof without the necessity of the execution and delivery of any further instruments on the part of~~ such Security instrument. The Tenant agrees to ~~effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall~~ execute and deliver ~~upon demand~~ such further ~~instrument~~ instruments, in such form as may be required by Landlord or ~~instruments evidencing such subordination~~ any holder of a proposed or existing Security instrument, subordinating this Lease to the lien of any such ~~mortgage or mortgages or deeds of trust or lease in which Landlord is tenant~~ Security Instrument as may be ~~required~~ requested in writing by ~~Landlord~~the Landlord or holder from time to time In the event of the foreclosure of any such Security Instrument by voluntary agreement or otherwise, ~~subject to~~ or the ~~delivery to~~ commencement of any judicial action seeking such foreclosure, the Tenant, at ~~no cost to~~ the request of the then Landlord, shall attorn to and recognize such mortgagee 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 from time to time, upon not less than seven (7) days' prior written request by the Landlord, deliver to the Landlord a ~~subordination~~statement in writing certifying that this Lease is unmodified and in full force and effect, ~~non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto~~or, ~~which requires such holder or lessor to accept~~ if there have been modifications, that this Lease, as modified, is in full force and ~~not~~ effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease: the amount of each item of the Rent then payable under this Lease and the date to ~~disturb Tenant’s possession, so long as Tenant~~ which the Rent has been paid; that the Landlord is not in default under this Lease ~~(a “Subordination, Non-Disturbance and Attornment Agreement”). However~~or, if ~~any~~ in default, a detailed description of such ~~mortgagee~~default; that the Tenant is or is not in possession of the Premises, ~~beneficiary or landlord under lease wherein Landlord is tenant so elects~~as the case may be; and containing such other information and agreements as may be reasonably requested. Notwithstanding anything in this Lease (including, without limitation, this ~~Lease~~ Section 20) to the contrary, however, Landlord shall ~~be deemed prior in lien to any~~ cause the holder of such ~~lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant~~ Security interest shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver ~~any such document or documents in the name of Tenant. Such power is coupled with an interest~~ to Tenant a nondisturbance and attornment agreement which provides that so long as no default has occurred and is ~~irrevocable. 34.3. In~~ continuing beyond the ~~event any proceedings are brought~~ period of time allowed for ~~foreclosure~~the remedy thereof under the terms of this Lease, ~~or in~~ the ~~event~~ holder of the Security Interest (i) shall not disturb Tenant's leasehold interest or possession of the Premises in accordance with the terms hereof, (ii) shall permit application of all proceeds of insurance and all awards and payments in connection with the exercise or threatened exercise of the power of ~~sale under~~ eminent domain in accordance with the provisions of this Lease, and (iii) waives all rights or interests in any ~~mortgage~~ trade fixtures of either Tenant or ~~deed~~ any of ~~trust made by the Landlord covering the Premises, the Tenant~~ its subtenants. It shall ~~at the election of the purchaser at such foreclosure or sale attorn~~ be a condition to the ~~purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution~~ effectiveness of this Lease ~~by both parties,~~ and Landlord shall deliver to Tenant a ~~Subordination~~subordination, ~~Non-Disturbance~~ nondisturbance and ~~Attornment Agreement~~ attornment agreement in accordance with the terms of the preceding sentence, with respect to each Security Interest which now constitutes a ~~form reasonably acceptable to Tenant executed by each holder~~ lien against the Building of ~~a mortgage or deed of trust covering~~ the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-Property.

Appears in 1 contract

Samples: Lease Agreement (PMT Services Inc /Tn/)

Subordination and Attornment. ~~34.1. This~~ (a) Except to the extent that Landlord’s mortgagee (or lessor under a ground lease) elects to make the Lease senior to the mortgage (or ground lease) pursuant to Section 25(b), Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may hereafter be in effect regarding the ~~lien of~~ Project or any ~~mortgage~~component thereof, ~~deed of trust, or lease in which Landlord is tenant~~ to any mortgage now or hereafter ~~in force against~~ encumbering the ~~Building~~ Premises or the Project ~~and~~ or any component thereof, to all advances made or hereafter to be made upon the security ~~thereof without the necessity~~ of ~~the execution~~ such mortgage, to all amendments, modifications, renewals, consolidations, extensions, and ~~delivery~~ restatements of such mortgage, and to any replacements and substitutions for such mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, upon request of any ~~further instruments on~~ party in interest, shall execute within ten (10) Business Days 39 of request by Landlord such instrument or certificates as may be reasonably required to carry out the ~~part~~ intent hereof (including a Future SNDA (as defined below)), whether said requirement is that of ~~Tenant to effectuate such subordination. 34.2~~Landlord or any other party in interest, including, without limitation, any mortgagee. ~~Notwithstanding~~ If Landlord or its mortgagee requests the ~~foregoing~~same, Tenant ~~shall execute~~ agrees to execute, acknowledge and deliver ~~upon~~ within ten (10) Business Days following demand ~~such further instrument or instruments~~ a subordination, non-disturbance and attornment agreement (including a Future SNDA) evidencing such subordination of this Lease to the lien of the mortgage or lease. Tenant agrees that the institution of any suit, action or other proceeding by any mortgagee to realize on Landlord’s interest in the Premises or the Buildings pursuant to the powers granted to a mortgagee under its mortgage, shall not, by operation of law or otherwise, result in the cancellation or termination of the obligations of the Tenant hereunder. (b) If any mortgagee or lessor under a ground or underlying lease elects to have this Lease superior to its mortgage or lease and signifies its election in the instrument creating its lien or lease or by separate recorded instrument, then this Lease shall be superior to such mortgage or ~~mortgages~~ lease, as the case may be. The term “mortgage”, as used in this Lease, includes any deed of trust, deed to secure debt, or ~~deeds~~ security deed and any other instrument creating a lien in connection with any other method of ~~trust~~ financing or refinancing. The term “mortgagee”, as used in this Lease, refers to the holder(s) of the indebtedness secured by a mortgage. (c) In the event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under, any mortgage covering the Premises or the Project, or in the event the interests of Landlord under this Lease shall be transferred by reason of deed in lieu of foreclosure or other legal proceedings, or in the event of termination of any lease in under which Landlord ~~is tenant~~ may hold title, Tenant, at the election of Landlord or its transferee or purchaser at foreclosure or other legal proceedings, shall attorn to the transferee or purchaser at foreclosure or under power of sale, or the lessor of Landlord upon such lease termination, as the case may be ~~required~~ (sometimes hereinafter called “such person”), without any deductions or off set whatsoever, and shall recognize and be bound and obligated hereunder to such person as the Landlord under this Lease. Tenant agrees to execute any attornment agreement not in conflict herewith requested by Landlord, ~~subject~~ the mortgagee or such person. Tenant’s obligation to attorn to such person shall survive the exercise of any such power of sale, foreclosure or other proceeding. (d) Notwithstanding the foregoing to the ~~delivery~~ contrary, a condition precedent to ~~Tenant, at no cost~~ the subordination of this Lease to ~~Landlord,~~ any future mortgage (or ground lease) (a "Future Mortgage/Primary Lease") is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (a "Future SNDA") from the ~~holder of each~~ Landlord's mortgagee under such ~~mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto~~Future Mortgage/Primary Lease, which ~~requires~~ Future SNDA shall provide that Tenant's use and occupancy of the Premises on all the terms and conditions of this Lease shall not be disturbed by such ~~holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as~~ Landlord's mortgagee under such Future Mortgage/Primary Lease provided Tenant is not in default under this Lease beyond all applicable notice and cure periods. The parties agree that any Future SNDA shall provide that Landlord's mortgagee under such Future Mortgage/Primary Lease shall not be (~~a “Subordination~~i) bound by any payment of Rent for more than one (1) month in advance, ~~Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord~~ except prepayments in the nature of security for the performance by Tenant of its obligations under ~~lease wherein Landlord is tenant so elects,~~ this Lease (and then only if such prepayments have been deposited with and are under the control of such person); (ii) bound by any amendment or modification of this Lease made without the express written consent of the mortgagee or lessor of the Landlord, as the case may be; (iii) obligated to cure any defaults under this Lease of any prior landlord (including Landlord); provided, however, that such person shall be ~~deemed~~ responsible for ongoing maintenance and repair obligations of the Landlord; (iv) liable for any act or omission of any prior ~~in lien~~ landlord (including Landlord); (v) subject to any ~~such lease, mortgage,~~ offsets or ~~deed~~ defenses which Tenant might have against any prior landlord (including Landlord); or (vi) bound by any warranty or representation of ~~trust upon or~~ any prior landlord (including ~~the Premises regardless of date and Tenant shall execute a statement in writing~~ Landlord) relating to ~~such effect at~~ work performed by any prior landlord (including Landlord~~’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10~~) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Atlassian Corp PLC)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against ~~the Building~~ a Building(s) or any portion of the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after the execution of this Lease~~ Upon request by ~~both parties~~Tenant and at Tenant’s sole cost, Landlord shall ~~deliver~~ endeavor to ~~Tenant~~ provide a ~~Subordination, Non~~non-~~Disturbance~~ disturbance agreement from all future lenders and ~~Attornment Agreement in~~ future ground lessors of any portion of the Project on a form to be reasonably ~~acceptable to~~ agreed upon by Tenant ~~executed by each holder of a mortgage or deed of trust covering~~ and the ~~Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance~~ applicable lenders and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-ground lessors.

Appears in 1 contract

Samples: Lease (Idenix Pharmaceuticals Inc)

Subordination and Attornment. ~~34.1~~35.1. ~~This~~ Subject to Section 35.4, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~35.2. ~~Notwithstanding the foregoing~~Subject to Section 35.4, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~35.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ~~34.4~~35.4. ~~Within thirty (30) days after the execution~~ Tenant’s subordination of this Lease ~~by both parties, Landlord~~ shall ~~deliver~~ be subject to ~~Tenant~~ receiving a ~~Subordination,~~ commercially reasonable non-disturbance agreement (a “Non-Disturbance ~~and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ Agreement”) from such mortgagee, beneficiary or ~~deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination,~~ lessor which Non-Disturbance ~~and Attornment~~ Agreement ~~is a condition precedent to~~ provides that Tenant’s ~~obligations under~~ possession of the Demised Premises, and this Lease, including any options to extend the term hereof, will remain in full force and effect, so long as Tenant ~~shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent~~ is not ~~satisfied~~ in ~~a timely manner; provided that Landlord shall have ten (10) business days~~ Default hereof, after ~~receipt of such written notice from Tenant to provide such Subordination, Non-~~any applicable grace and cure periods.

Appears in 1 contract

Samples: Lease (Emergent BioSolutions Inc.)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall be~~ and the right of the Tenant hereunder are expressly subject and subordinate to the lien and provisions of any mortgage, deed of trust, deed to secure debt, ground lease, assignment of leases, or ~~lease in which Landlord is tenant~~ other security instrument operating agreement (collectively a "Security Instrument") now or hereafter ~~in force against~~ encumbering the ~~Building~~ Premises, the Building, the Property, or ~~the Project~~ any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon ~~the security thereof without the necessity of the execution and delivery of any further instruments on the part of~~ such Security Instrument. The Tenant agrees to ~~effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall~~ execute and deliver ~~upon demand~~ such further ~~instrument~~ instruments, in such form as may be required by Landlord or ~~instruments evidencing such subordination~~ any holder of a proposed or existing Security Instrument, subordinating this Lease to the lien of any such ~~mortgage or mortgages or deeds of trust or lease in which Landlord is tenant~~ Security Instrument as may be ~~required~~ requested in writing by ~~Landlord~~the Landlord or holder from time to time. In the event of the foreclosure of any Security Instrument by voluntary agreement or otherwise, ~~subject to~~ or the ~~delivery to~~ commencement of any judicial action seeking such foreclosure, the Tenant, at ~~no cost to~~ the request of the then Landlord, shall attorn to and recognize such mortgagee 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 from time to time, upon not less than seven (7) days' prior written request by the Landlord, deliver to the Landlord a ~~subordination~~statement in writing certifying that this Lease is unmodified and in full force and effect, ~~non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto~~or, ~~which requires such holder or lessor to accept~~ if there have been modifications, that this Lease, as modified, is in full force and ~~not~~ effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to ~~disturb Tenant’s possession, so long as Tenant~~ which the Rent has been paid; that the Landlord is not in default under this Lease ~~(a “Subordination, Non-Disturbance and Attornment Agreement”). However~~or, if ~~any~~ in default, a detailed description of such ~~mortgagee, beneficiary~~ default; that the Tenant is or ~~landlord under lease wherein Landlord~~ is ~~tenant so elects, this Lease shall be deemed prior~~ not in ~~lien to any such lease, mortgage, or deed~~ possession of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser~~ as the ~~Landlord under this Lease~~case may be; and containing such other information and agreements as may be reasonably requested. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Metris Companies Inc)

Subordination and Attornment. ~~34.1. This~~ 35.1 Subject to Section 35.2 below, this Lease ~~shall be~~ is subject to and subordinate to the lien of any ~~mortgage,~~ mortgage or deed of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter in force against the Project and Building or of which the ~~Project~~ Premises are a part, and to all advances made or hereafter to be made upon the security ~~thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination~~thereof. ~~34.2. Notwithstanding the foregoing,~~ 35.2 Tenant shall execute and deliver upon demand such ~~further~~ instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or ~~mortgages or deeds~~ deed of trust ~~or lease in which Landlord is tenant~~ as may be required by ~~Landlord, subject to the delivery~~ Landlord and in a form reasonably satisfactory to Tenant, ~~at no cost~~ provided that the lienholder, beneficiary, or mortgagee concurrently executes and delivers to ~~Landlord, of~~ Tenant a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement ~~from the holder of each such mortgage deed of trust or from such lessor substantially~~ in ~~the~~ recordable form ~~attached as Exhibit F hereto, which requires such holder or lessor~~ reasonably satisfactory to ~~accept this Lease, and not to disturb~~ Tenant~~’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~. However, if any such ~~mortgagee,~~ mortgagee or beneficiary so elects at any time prior to or ~~landlord under lease wherein Landlord is tenant so elects~~following a default by Tenant beyond all applicable notice and cure periods, this Lease shall be deemed prior in lien to any such ~~lease, mortgage,~~ mortgage or deed of trust ~~upon or including the Premises~~ regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord~~’s request. If Tenant fails~~ 's request in a form reasonably satisfactory to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant~~. Such power is coupled with an interest and is irrevocable~~. ~~34.3.~~ 35.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease in accordance with the terms of the non-disturbance Agreement upon such purchaser's written assumption of Landlord's obligations under the Lease~~. 34.4~~. ~~Within thirty (30) days after~~ Prior to the ~~execution of this Lease by both parties~~first Delivery Date, Landlord shall ~~deliver~~ obtain from any lenders or ground lessors of the Project a written agreement in form reasonably satisfactory to Tenant ~~a Subordination, Non-Disturbance and Attornment Agreement~~ providing for recognition of Tenant's interests under this Lease in ~~a form reasonably acceptable to Tenant executed by each holder~~ the event of a ~~mortgage~~ foreclosure of the lender's security interest or ~~deed~~ termination of ~~trust covering~~ the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-ground lease.

Appears in 1 contract

Samples: Lease (Nastech Pharmaceutical Co Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, and although Section 30.1 is self-executing, Tenant ~~shall~~ shall, and covenants and agrees to, execute and deliver ~~upon~~ within fifteen (15) days after written demand from Landlord such further reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant ~~fails~~ to review, Tenant agrees to execute any ~~document~~ Lease amendments not materially altering the terms of this Lease, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Lender incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after the execution of this Lease~~ Upon written request by ~~both parties~~Tenant, Landlord shall, in good faith, request Lender’s form of subordination, non-disturbance and attornment agreement and shall ~~deliver~~ provide it to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely mannerupon receipt; provided that Landlord ~~shall have ten (10) business days after receipt~~ by so requesting makes no assurance regarding such agreement or the terms thereof, or the willingness of ~~such written notice from Tenant~~ Lender to ~~provide such Subordination~~enter into and deliver same, ~~Non-~~and further that Landlord disclaims any liability or responsibility for the negotiation of any term or provision thereof, or for causing Lender to enter into or deliver same.

Appears in 1 contract

Samples: Lease (Lyell Immunopharma, Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Landlord shall (a) request a subordination and attornment agreement (“SNDA”) from its current Lender within thirty (30) days after the Term Commencement Date, and (b) any future Lender, each on Lenders’ standard form, provided, however, that Tenant ~~fails~~ acknowledges and agrees that such Lenders have no contractual obligation to deliver such SNDA. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any ~~document~~ reasonable Lease amendments not materially altering the terms of this Lease or materially increasing any obligations of Tenant hereunder, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Lender incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease, subject to and in accordance with the provisions of any SNDA then in effect. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Monte Rosa Therapeutics, Inc.)

Subordination and Attornment. ~~34.1. This~~ 30.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, this Lease shall be subject to and subordinate to the lien of any ~~mortgage,~~ mortgage or deed of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter in force against the ~~Building or the Project~~ Building, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee under a mortgage or deed of trust hereafter in force against the Building, has previously executed and delivered to Tenant a non-disturbance, attornment, and subordination agreement in such form as the lienholder, beneficiary, or mortgagee may reasonably request and is approved by Tenant, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. ~~34.2.~~ 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver ~~upon~~ within ten (10) days after demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or ~~mortgages or deeds~~ deed of trust ~~or lease in which Landlord is tenant~~ as may be required by Landlord, ~~subject~~ provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to ~~the delivery to Tenant, at no cost to Landlord, of~~ Tenant a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement ~~from the holder of each such mortgage deed of trust or from such lessor substantially~~ in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)recordable form. However, if any such ~~mortgagee,~~ mortgagee or beneficiary so elects at any time prior to or ~~landlord under lease wherein Landlord is tenant so elects~~following a default by Tenant, this Lease shall be deemed prior in lien to any such ~~lease, mortgage,~~ mortgage or deed of trust ~~upon or including the Premises~~ regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3.~~ 30.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this ~~Lease~~Lease in accordance with the previously executed non-disturbance agreement described in Section 30.1 above. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Ligand Pharmaceuticals Inc)

Subordination and Attornment. ~~34.1~~31.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided that the Mortgagee (as defined below) agrees to recognize this Lease and not disturb Tenant so long as Tenant is not in Default. ~~34.2~~31.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, ~~subject to~~ so long as such instrument includes the ~~delivery to Tenant, at no cost to Landlord, of a subordination,~~ recognition and non-disturbance ~~and attornment agreement from the holder~~ provisions of ~~each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease~~Section 31.1 above, and does not ~~to disturb~~ materially modify any of Tenant’s ~~possession, so long as Tenant is not in default~~ rights or obligations or Landlord’s obligations under this Lease (in a ~~“Subordination, Non-Disturbance and Attornment Agreement”)~~way adverse to Landlord. ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~31.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease and not adversely modifying Tenant’s rights and obligations hereunder, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 31.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease; provided such purchaser agrees to recognize this Lease and not disturb Tenant so long as Tenant is not in Default. ~~34.4~~31.5. ~~Within thirty~~ Landlord agrees to obtain a subordination, nondisturbance and attornment agreement (30“SNDA”) ~~days after~~ from any Lenders of Landlord that have a lien on the ~~execution of this Lease~~ Propject on such Lenders’ standard form, subject to commercially reasonable modifications requested by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that ~~Landlord~~ Tenant shall ~~have ten (10) business days after receipt of such written notice from~~ not be required to execute an SNDA that materially modifies Tenant ~~to provide such Subordination, Non-~~rights and obligations or Landlord’s obligations hereunder.

Appears in 1 contract

Samples: Lease (Avi Biopharma Inc)

Subordination and Attornment. ~~34.1.~~ 30.1 This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2.~~ 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3.~~ 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Codex DNA, Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination and non-disturbance of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant ~~fails~~ to review, Tenant agrees to execute any ~~document~~ Lease amendments not materially altering the terms of this Lease, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Mortgagee incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Unity Biotechnology, Inc.)

Subordination and Attornment. ~~34.1~~18.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~18.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~18.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~18.4. ~~Within thirty (30) days after~~ Notwithstanding anything herein to the ~~execution of this Lease by both parties~~contrary, in no event shall Landlord ~~shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ obtain financing or ~~deed of trust covering~~ execute or enter into any agreement affecting the ~~Premises. The execution and/or delivery by any~~ Property if such ~~holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to~~ action jeopardizes Tenant’s ~~obligations under this Lease, and Tenant shall have~~ License or otherwise unreasonably interferes with the ~~right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied~~ Permitted Use in ~~a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~any material respect.

Appears in 1 contract

Samples: Lease Agreement (Innovative Industrial Properties Inc)

Subordination and Attornment. ~~34.1. This~~ 35.1 Subject to the other terms hereof, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security ~~thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination~~thereof. ~~34.2.~~ 35.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further reasonable instrument or ~~instruments~~ instruments, reasonably acceptable to Tenant, evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. ~~If Tenant fails~~ Any such statement must be reasonably acceptable to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant~~. Such power is coupled with an interest and is irrevocable~~. ~~34.3.~~ 35.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ~~34.4. Within thirty~~ 35.4 The foregoing subordination is expressly contingent upon Landlord and each party benefitting therefrom (30e.g., the lender or ground lessor) ~~days after~~ executing a non-disturbance agreement with Tenant, in such form as the ~~execution of this Lease by both parties~~parties thereto may reasonably agree but providing Tenant and the lender or ground lessor, ~~Landlord shall deliver to Tenant a Subordination~~as the case may be, ~~Non-Disturbance~~ substantially and ~~Attornment Agreement~~ in a all material respects with the rights and benefits set forth in the form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attached hereto as Exhibit "F".

Appears in 1 contract

Samples: Lease (Gene Logic Inc)

Subordination and Attornment. ~~34.1~~22.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of ~~trust,~~ trust or lease in which Landlord is ~~tenant~~ tenant, now or hereafter in force against the ~~Building or the Project~~ Demised Premises, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination~~. 34.2. Notwithstanding the foregoing~~; provided, however, that Tenant shall execute and ~~deliver upon demand~~ deliver, within ten (10) days after request therefor, such further instrument or instruments evidencing such subordination of this Lease to the lien of any such ~~mortgage or mortgages or~~ mortgages, deeds of trust or ~~lease~~ leases in which Landlord is tenant as may be reasonably required ~~by Landlord~~for that purposes; provided, ~~subject to the delivery to Tenant~~further, ~~at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from~~ that the holder of ~~each~~ any such ~~mortgage~~ mortgage, deed of trust or ~~from such lessor substantially~~ lease delivers to Tenant a non-disturbance agreement in a form reasonably similar to the form of Subordination, Nondisturbance and Attornment Agreement which is attached to this Lease as Exhibit ~~F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession,~~ “F,” providing that so long as Tenant is performs all of its obligations under the Lease, Tenant’s quiet enjoyment and use of the Demised Premises shall not ~~in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~be disturbed. 22.2. ~~However, if~~ If any ~~such~~ mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, ~~mortgage,~~ mortgage or deed of trust upon or including the ~~Premises~~ Demised Premises, regardless of ~~date~~ date, and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after ~~the expiration~~ receipt of ~~such initial thirty (30) day period~~Landlord’s request therefor. 22.3. Subject to Section 22.1, above, Tenant agrees to attorn to any successor in interest to Landlord whether by purchase, foreclosure, sale in lieu of foreclosure, power of sale, termination of any lease of land only or land and buildings in a sale-leaseback transaction or otherwise, if so requested or required by such ~~condition precedent is not satisfied~~ successor in ~~a timely manner; provided that Landlord shall have~~ interest, and Tenant agrees, within ten (10) ~~business~~ days after receipt of demand therefor, to execute such ~~written notice~~ agreement or agreements in confirmation of such attornment. If any person shall succeed to all or part of Landlord’s interest in the Demised Premises upon the exercise of any remedy provided for in any mortgage of the Demised Premises now or hereafter recorded to which this Lease is prior, Tenant shall attorn and recognize such person as Tenant’s landlord as above provided and this Lease shall continue in full force and effect as a direct Lease between such person and Tenant as fully and with the same force and effect as if this Lease had originally been entered into by such person and Tenant, except that such person shall not be liable for any act or omission of Landlord prior to such person’s succession to title, nor be subject to any offset, defense or counterclaim occurring prior to such person’s succession to title, nor be bound by any material modification of this Lease or any waiver, compromise, release or discharge of any obligation of Tenant hereunder unless such modification, waiver, compromise, release or discharge shall have been specifically consented to in writing by the mortgagee under said mortgage; provided that nothing in this Section 22.3 shall be deemed to alter or diminish such successor’s liability and responsibilities under this Lease. 22.4. If Landlord obtains a loan commitment from a lender for the financing or refinancing of the Demised Premises, and said loan commitment requires some amendment(s) to this Lease, then Tenant ~~to provide such Subordination~~shall cooperate with Landlord in executing said amendment(s), ~~Non-~~so long as the amendment(s) do not adversely affect any of the material rights, obligations or privileges of Tenant under this Lease.

Appears in 1 contract

Samples: Build to Suit Lease (Intuit Inc)

Subordination and Attornment. ~~34.1~~29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Buildings or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~29.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. Landlord shall give to Tenant prompt written notice of any use by Landlord of the foregoing attorney-in-fact. ~~34.3~~29.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 29.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Halozyme Therapeutics Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided the subordination of this Lease to a ground lease or instrument of security is subject to Tenant’s receipt of either (a) a nondisturbance and attornment agreement substantially in the form attached as Exhibit H hereto or (b) a commercially reasonable nondisturbance and attornment agreement. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ~~ten~~ fifteen (1015) business days after written request therefor, ~~Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ such failure shall be deemed to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord be a Default under this Lease. ~~34.4~~30.3. ~~Within thirty (30) days after~~ Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the ~~execution~~ terms of this ~~Lease~~ Lease, if required by ~~both parties, Landlord shall deliver to Tenant~~ a ~~Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder~~ mortgagee or beneficiary of a ~~mortgage or~~ deed of trust ~~covering~~ encumbering real property of which the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Affymetrix Inc)

Subordination and Attornment. ~~34.1.~~ 30.1 This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2.~~ 30.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. ~~34.3.~~ 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments which do not materially increase the obligations of Tenant under this Lease, materially decrease the rights of Tenant under this Lease or materially change the size or location of the Premises, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Gritstone Oncology, Inc.)

Subordination and Attornment. ~~34.1~~29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~29.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. Landlord shall give to Tenant prompt written notice of any use by Landlord of the foregoing attorney-in-fact. ~~34.3~~29.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 29.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Halozyme Therapeutics Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord~~, subject to the delivery to Tenant, at no cost to Landlord, of a subordination,~~ ; provided that such instrument(s) contain commercially reasonable non-disturbance ~~and attornment agreement from the holder~~ language in favor of ~~each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb~~ Tenant~~’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)~~. ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Protagonist Therapeutics, Inc)

Subordination and Attornment. ~~34.1~~Landlord shall use its best efforts to provide Tenant with a non- disturbance agreement from each holder of a lien encumbering the Property within thirty (30) days following Tenant's execution hereof, such non-disturbance agreement to be reasonably acceptable to Tenant in form and substance. ~~This~~ Upon written request of Landlord, or any first mortgagee or first deed of trust beneficiary of Landlord, or ground lessor of Landlord, Tenant shall, in writing, subordinate its rights under this Lease ~~shall be subject and subordinate~~ to the lien of any ~~mortgage,~~ first mortgage or first deed of trust, or to the interest of any lease in which Landlord is ~~tenant now or hereafter in force against the Building or the Project~~ lessee, and to all advances made or hereafter to be made ~~upon the security thereof without the necessity of the execution and delivery of~~ thereunder. However, before any ~~further instruments on the part of Tenant to effectuate~~ such ~~subordination. 34.2. Notwithstanding the foregoing~~subordination is effectuated, Tenant shall ~~execute and deliver upon demand~~ have the right to obtain from any lender or lessor of Landlord requesting such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, ~~non-disturbance~~ an agreement in writing reasonably acceptable to Tenant in form and ~~attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached~~ substance, providing that, as ~~Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so~~ long as Tenant is not in default ~~under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects~~hereunder, this Lease shall ~~be deemed~~ remain in effect for the full Term. The holder of any security interest may, upon written notice to Tenant, elect to have this Lease prior ~~in lien~~ to ~~any such lease, mortgage, or deed of trust upon or including the Premises~~ its security interest regardless of ~~date and Tenant shall execute a statement in writing to~~ the time of the granting or recording of such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3security interest. In the event of any ~~proceedings are brought for foreclosure~~foreclosure sale, transfer in lieu of foreclosure or ~~in the event~~ termination of the ~~exercise of the power of sale under any mortgage or deed of trust made by the~~ lease in which Landlord ~~covering the Premises~~is lessee, ~~the~~ Tenant shall ~~at the election of the purchaser at such foreclosure or sale~~ attorn to the ~~purchaser upon any such foreclosure~~ purchaser, transferee or ~~sale~~ lessor, as the case may be, and recognize ~~such purchaser~~ that party as ~~the~~ Landlord under this Lease~~. 34.4. Within thirty (30) days after~~ , provided that such party acquires and accepts the ~~execution of this Lease by both parties, Landlord shall deliver~~ Premises subject to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-.

Appears in 1 contract

Samples: Office Building Lease (Hemacare Corp /Ca/)

Subordination and Attornment. ~~34.1. This~~ 35.1 Subject to the other terms hereof, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security ~~thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination~~thereof. ~~34.2.~~ 35.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further reasonable instrument or ~~instruments~~ instruments, reasonably acceptable to Tenant, evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. ~~If Tenant fails~~ Any such statement must be reasonably acceptable to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant~~. Such power is coupled with an interest and is irrevocable~~. ~~34.3.~~ 35.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ~~34.4. Within thirty~~ 35.4 The foregoing subordination is expressly contingent upon Landlord and each party benefiting therefrom (30e.g., the lender or ground lessor) ~~days after~~ executing a non-disturbance agreement with Tenant, in such form as the ~~execution of this Lease by both parties~~parties thereto may reasonably agree but providing Tenant and the lender or ground lessor, ~~Landlord shall deliver to Tenant a Subordination~~as the case may be, ~~Non-Disturbance~~ substantially and ~~Attornment Agreement~~ in a all material respects with the rights and benefits set forth in the form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-attached hereto as Exhibit “E”.

Appears in 1 contract

Samples: Lease Agreement (Gene Logic Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, it shall be a default hereunder, subject to applicable notice and cure periods. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant ~~hereby constitutes and appoints Landlord as its special attorney-in-fact~~ to review, Tenant agrees to execute ~~and deliver~~ any ~~such document~~ Lease amendments not materially altering the terms of this Lease or ~~documents in~~ increasing Tenant’s monetary obligations or materially increasing Tenant’s other material non-monetary obligations hereunder, if required by a Lender incident to the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Synlogic, Inc.)

Subordination and Attornment. ~~34.1. This~~ 29.1 Unless elected otherwise by the ground lessor, ground lessee or mortgagee, as the case may be, this Lease shall be ~~subject and~~ subordinate to any present or future ground lease or mortgage respecting the ~~lien~~ Property, and any amendments thereto. Such subordination shall automatically be effective without any action or notice by such ground lessor, ground lessee or mortgagee to Tenant provided the ground lessor, ground lessee or mortgagee recognizes the validity of this Lease and the ground lessor or mortgagee agrees that, and by having this Lease be so subordinate such party is deemed to have agreed that, notwithstanding any ~~mortgage~~default by Landlord with respect to said ground lease or mortgage or any termination or foreclosure thereof, Tenant’s possession and right of use under this Lease and the rights of Tenant under this Lease in and to the Premises shall not be disturbed by such ground lessor or mortgagee unless and until an Event of Default shall have occurred hereunder. 29.2 If any ground lease is terminated or mortgage foreclosed or deed in lieu of ~~trust~~foreclosure given, Tenant shall attorn to such ground lessor or mortgagee or purchaser at such foreclosure sale and this Lease shall continue in effect as a direct lease ~~in which~~ between Tenant and such ground lessor, mortgagee or purchaser. The ground lessor, ground lessee or mortgagee or purchaser shall (i) be liable as Landlord ~~is tenant now~~ only for the obligations of Landlord accruing after such ground lessor, ground lessee or ~~hereafter in force against~~ mortgagee or purchaser has taken fee title to the Building or Property and (ii) not be liable for (a) any Rent paid more than 30 days in advance or (b) any offsets, claims or defenses which Tenant may have against the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2previous Landlord. ~~Notwithstanding the foregoing,~~ Tenant shall within ten (10) Business Days after request by Landlord or ground lessor, ground lessee, mortgagee or purchaser (in case of attornment), execute and deliver ~~upon demand such further instrument or instruments evidencing such subordination of this Lease~~ to the ~~lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of~~ requesting party a subordination, non-disturbance and attornment agreement ~~from the holder of each such mortgage deed of trust or from such lessor~~ substantially in the form ~~attached as Exhibit F hereto~~then used by the requesting party, ~~which requires~~ provided that such ~~holder or lessor to accept this Lease~~subordination, non-disturbance and attornment agreement shall not ~~to disturb~~ materially increase Tenant’s ~~possession, so long as Tenant is not in default~~ obligations or materially decrease Tenant’s rights under this Lease ~~(a “Subordination~~unless Tenant agrees to such terms in writing. 29.3 Any ground lessor, ~~Non-Disturbance and Attornment Agreement”). However~~ground lessee, ~~if any such mortgagee, beneficiary~~ mortgagee or ~~landlord under lease wherein Landlord is tenant so elects, this Lease~~ purchaser shall be ~~deemed prior~~ responsible for the return of any security deposit and rent voluntarily paid in ~~lien~~ advance by Tenant only to ~~any~~ the extent the security deposit or rent is received by or credited to such ~~lease~~ground lessor, ground lessee, mortgagee or purchaser. 29.4 As used in this Article 29, “mortgage~~, or~~ ” shall include “trust deed” and “deed of ~~trust upon or including~~ trust” and “mortgagee” shall include “trustee”, “beneficiary” and the ~~Premises regardless~~ mortgagee of ~~date~~ any ground lessee, and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor“ground lessor”, ~~Tenant hereby constitutes~~ “mortgagee”, and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the “purchaser at ~~such~~ a foreclosure ~~or sale attorn to the purchaser upon any such foreclosure or sale~~ sale” shall include, in each case, all of its successors and ~~recognize such purchaser as the Landlord under this Lease~~assigns, however remote. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Aditx Therapeutics, Inc.)

Subordination and Attornment. ~~34.1.~~ A. This Lease ~~shall be~~ is subject and subordinate to any lease wherein Landlord is the tenant and to the lien of any ~~mortgage, deed~~ and all mortgages or deeds of trust, ~~or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity~~ regardless of ~~the execution and delivery of any further instruments on the part of Tenant to effectuate~~ whether such ~~subordination. 34.2. Notwithstanding the foregoing~~lease, ~~Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or~~ mortgages or deeds of trust now exist or ~~lease in which Landlord is tenant as~~ may hereafter be ~~required by Landlord~~created with regard to all or any part of the Building, ~~subject~~ and to any and all advances to be made thereunder, and to the ~~delivery~~ interest thereon, and all modifications, consolidations, renewals, replacements and extensions thereof. Tenant also agrees that any lessor, mortgagee or trustee may elect to ~~Tenant, at no cost~~ have this Lease prior to ~~Landlord,~~ any lease or lien of ~~a subordination, non-disturbance and attornment agreement from the holder of each such~~ its mortgage or deed of ~~trust or from such lessor substantially~~ trust, and in the ~~form attached as Exhibit F hereto~~event of such election and upon notification by such lessor, ~~which requires such holder~~ mortgagee or ~~lessor~~ trustee to ~~accept this Lease, and not~~ Tenant to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so electsthat effect, this Lease shall be deemed prior ~~in lien~~ to ~~any such~~ the said lease, ~~mortgage,~~ mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said Lease, mortgage or trust ~~upon~~ deed. B. Tenant shall, in the event of the sale or ~~including~~ assignment of Landlord's interest in the Premises ~~regardless~~ (except in a sale-leaseback financing transaction), or in the event of ~~date~~ the termination of any lease in a sale leaseback transaction wherein Landlord is the lessee, attorn to and ~~Tenant shall execute a statement in writing to~~ recognize such ~~effect at Landlord’s request. If Tenant fails to execute any document required from Tenant~~ purchaser or assignee or mortgagee as Landlord under this ~~Section within ten (10) business days after written request therefor~~Lease. C. Tenant shall, ~~Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents~~ in the ~~name~~ event of ~~Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event~~ any proceedings ~~are~~ brought for ~~foreclosure~~the foreclosure of, or in the event of the exercise of the power of sale ~~under~~ under, any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises~~. The execution and/or delivery by any~~ , attorn to and recognize such ~~holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations~~ purchaser or assignee or mortgagee as Landlord under this Lease. D. Simultaneously with delivery of any notice of default to Landlord, ~~and~~ Tenant shall deliver to any existing or future Landlord's mortgagee(s) a copy of such notice of default from Tenant to Landlord (provided that Tenant shall have been notified of such mortgagee's address), and such mortgagee(s) shall have the right, but not the obligation, to cure all defaults of Landlord within the same time period provided in this Lease for curing such defaults by Landlord, plus an additional period of thirty (30) days. Tenant shall not be entitled to exercise any of its remedies hereunder as a result of any such default by Landlord unless and until such notice shall have been given to such mortgagee(s) and the requisite time period for curing such default by Landlord's mortgagee shall have expired and such default shall not have been cured. Unless the prior written consent of Landlord's mortgagee(s) is obtained, none of the following shall be effective as to any such Landlord's mortgagee(s): (a) any amendment or modification to this Lease; (b) any surrender of this Lease, or any termination of this Lease except pursuant to a right to terminate expressly set forth herein; or (c) payment of any Rent for more than one month in advance or payment of any Rent other than in strict accordance with the terms of this ~~Lease~~ Lease. E. The above subordination and attornment and mortgagee protection clauses shall be self-operative and no further instruments of subordination or attornment or mortgagee protection need be required by ~~written notice provided~~ any mortgagee, trustee, lessor, purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall execute and deliver whatever instruments may be required for such purposes and to ~~Landlord~~ carry out the intent of this Section, and in the event Tenant fails to do so within ten (10) days after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact, complete with an interest, in its name, place and stead so to sign and deliver such instruments as if the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-same had been signed and delivered by Tenant.

Appears in 1 contract

Samples: Lease Agreement (2 Infinity Inc)

Subordination and Attornment. ~~34.1~~(a) The Landlord shall use its reasonable and best efforts to obtain a non-disturbance agreement in favour of the Tenant from the holder of any Encumbrance on the Building in the Encumbrancer's usual form. ~~This~~ Subject to the Tenant receiving a non-disturbance agreement referred to in the first sentence of this Section 12.2 from the holder of the Encumbrance, this Lease ~~shall be subject~~ and the Tenant's rights hereunder are, and will at all times be, subordinate to all ground or underlying leases, mortgages, trust deeds or the charge or lien ~~of any mortgage, deed of trust~~resulting from, or ~~lease~~ any instruments of, any financing, refinancing or collateral financing (collectively, an "Encumbrance") or any renewals or extensions thereof from time to time in ~~which Landlord is tenant now or hereafter in force~~ existence against the Building or any part thereof. Upon request, the ~~Project and~~ Tenant will subordinate this Lease in such form as the Landlord requires to ~~all advances made or hereafter~~ any Encumbrance and, if requested, the Tenant will attorn to ~~be made upon~~ the ~~security thereof without the necessity~~ holder of the ~~execution and delivery of any further instruments on~~ Encumbrance so long as in each case the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of Encumbrancer enters into a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement ~~from the holder of each such mortgage deed of trust or from such lessor substantially~~ as referred to in the ~~form attached as Exhibit F hereto~~first sentence of this Section 12.2 (a) in favour of the Tenant. The Tenant agrees that it shall be responsible for the Encumbrancer's reasonable costs of obtaining a non-disturbance agreement, ~~which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession~~if any. (b) The Tenant will, so long as ~~Tenant is not~~ the Encumbrancer enters into a non-disturbance agreement as referred to in ~~default under~~ the first sentence of this ~~Lease~~ Section 12.2 (~~a “Subordination, Non-Disturbance and Attornment Agreement”). However~~a) in favour of the Tenant, if ~~any such mortgagee, beneficiary or landlord under lease wherein Landlord~~ possession is ~~tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage~~taken under, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure~~possession under or the foreclosure of, or in the event of the exercise of the power of sale under any ~~mortgage or deed of trust made by the Landlord covering the Premises~~Encumbrance, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to the Encumbrancer or the purchaser upon any such ~~foreclosure~~ foreclosure, sale or ~~sale~~ other proceeding and recognize ~~such~~ the Encumbrancer or the purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Tucows Inc /Pa/)

Subordination and Attornment. ~~34.1.~~ This ~~Lease~~ Lease, and the rights of Tenant hereunder, are and shall be ~~subject and~~ subordinate to the ~~lien~~ interests of (i) all present and future ground leases and master leases of all or any part of the Project or Property; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Project or Property; (iii) any past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any ~~mortgage~~such ground leases, master leases, mortgages and deeds of trust; provided, however, that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in whole or in part to any such ground lease, master lease, mortgage or deed of trust. Within twenty (20) days after written demand therefor, Tenant shall execute, acknowledge and deliver any instruments reasonably requested by Landlord or any such lessor, mortgagee or beneficiary to effectuate the purposes of this Article 25 so long as the same provides that Tenant's possession of the Premises shall not be disturbed in the event of a foreclosure or deed-in-lieu of foreclosure unless Tenant is in default under the terms and provisions of this Lease. In the event of any foreclosure sale, transfer in lieu of foreclosure or termination of any lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoinglessee, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the ~~purchaser upon any such foreclosure~~ purchaser, transferee or ~~sale~~ lessor as the case may be, and recognize ~~such purchaser~~ that party as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Vital Images Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. In the event that a mortgage or deed of trust is placed on the Project or Landlord becomes a tenant under a ground lease during the Term, Landlord shall use commercially reasonable efforts to obtain a subordination, attornment and non-disturbance agreement (“SNDA”) from the holder of the mortgage, deed of trust or lease (each, a “Mortgagee”). ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Mortgagee so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall ~~at the election of the purchaser at such foreclosure or sale~~ attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after the execution of this Lease by both parties,~~ Landlord ~~shall deliver~~ represents and warrants to Tenant ~~a Subordination~~that, ~~Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder~~ as of ~~a mortgage~~ the Execution Date, there are no mortgages or ~~deed of trust covering~~ ground leases encumbering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-Property.

Appears in 1 contract

Samples: Lease (Omeros Corp)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. Any change affecting the amount or timing of the consideration to be paid by Tenant or modifying the Term of this Lease shall be deemed as materially altering the terms hereof. 34.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Cytrx Corp)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such ~~subordination~~subordination provided that Tenant receives a non-disturbance agreement from any such mortgagee, beneficiary or landlord in substantially the same form as Exhibit "J" attached hereto (the "Nondisturbance Agreement"). 34.2. ~~Notwithstanding~~ Provided that Tenant receives the ~~foregoing~~Nondisturbance Agreement, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In Provided that Tenant receives the Nondisturbance Agreement, in the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this ~~Lease. 34.4. Within thirty (30) days~~ Lease so long as such purchaser recognizes Tenant as tenant under this Lease and such purchaser agrees to perform all of Landlord's duties and obligations hereunder arising from and after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder date of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-foreclosure or sale.

Appears in 1 contract

Samples: Lease Agreement (Digene Corp)

Subordination and Attornment. ~~34.1~~19.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided, however, that Landlord shall obtain a commercially reasonable non-disturbance agreement from any Mortgagee confirming that Tenant’s possession shall not be disturbed so long as Tenant is not in Default under this Lease. ~~34.2~~19.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~19.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 19.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Innovative Industrial Properties Inc)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any first mortgage, first deed of trust, or lease in which Landlord is tenant ("Superior Lienholder") now or hereafter in force against the Project and the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. The enforceability of the proceeding by a Superior Lienholder shall be subject to Tenant's receipt of a nondisturbance and attornment agreement from the Superior Lienholder in the form customarily provided by such Superior Lienholder. Such agreement shall be in recordable form and Tenant shall pay all reasonable fees and expenses associated with obtaining such agreement. 34.1.1. Landlord hereby represents and warrants to Tenant that as of the effective date of this Lease, no first mortgage, first deed of trust, or lease in which Landlord is tenant, is in force against the Project. 34.2. ~~Notwithstanding the foregoing,~~ Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this ~~Lease~~ lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Lion Bioscience Ag)

Subordination and Attornment. ~~34.1~~35.1. ~~This~~ Provided that Tenant receives a non-disturbance agreement from any applicable mortgagee, beneficiary or landlord in substantially the same form as Exhibit "F" attached hereto (the "Nondisturbance Agreement"), this Lease shall ----------- ------------------------ be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~35.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~35.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Cytrx Corp)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided the subordination of this Lease to a ground lease or instrument of security is subject to Tenant’s receipt of either (a) a nondisturbance and attornment agreement substantially in the form attached as Exhibit J hereto or (b) a commercially reasonable nondisturbance and attornment agreement. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further commercially reasonable instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ~~ten~~ fifteen (1015) business days after written request therefor, such failure shall be deemed to be a Default under this Lease. 30.3. Upon written request of Landlord and opportunity for Tenant ~~hereby constitutes and appoints Landlord as its special attorney-in-fact~~ to review, Tenant agrees to execute ~~and deliver~~ any ~~such document~~ Lease amendments not materially altering the terms of this Lease, if required by a mortgagee or ~~documents in~~ beneficiary of a deed of trust encumbering real property of which the ~~name~~ Premises constitute a part incident to the financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (30) days after~~ As of the ~~execution of this Lease by both parties~~Execution Date, ~~Landlord shall deliver~~ there is no current Mortgagee with respect to ~~Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering~~ the ~~Premises~~Property. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-SMRH:418641422.8 48

Appears in 1 contract

Samples: Lease (Affymetrix Inc)

Subordination and Attornment. ~~34.1~~(a) Landlord represents and warrants to Tenant that the Project, and each component thereof, is not, and at the Commencement Date will not be, subject to or encumbered by any deed to secure debt, mortgage or other similar security instrument. ~~This Lease shall be~~ Tenant agrees on and subject ~~and subordinate~~ to the ~~lien~~ terms and conditions of this Article 27, to subordinate its interest hereunder to, and to attorn to the holder of, any ~~mortgage, deed of trust, or lease in which Landlord is tenant now or~~ mortgage hereafter ~~in force against~~ encumbering the ~~Building~~ Premises or the Project ~~and~~ or any component thereof, to all advances ~~made or~~ hereafter to be made upon the security ~~thereof without the necessity~~ of ~~the execution~~ such mortgage, to all amendments, modifications, renewals, consolidations, extensions and ~~delivery~~ restatements of ~~any further instruments on the part of Tenant to effectuate~~ such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Leasemortgage, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any replacements and substitutions for such ~~lease,~~ mortgage, ~~or deed of trust upon or including the Premises regardless of date and~~ provided that Landlord provides Tenant ~~shall execute~~ with a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a fully executed Subordination, Non-Disturbance and Attornment Agreement in substantially the same form as Exhibit "H" attached hereto from any ground lessors or mortgage holders of Landlord who later come into existence with respect to the Project, or any component thereof, at any time prior to the expiration of the Term (or any renewal) of the Lease in consideration of, and as a ~~form reasonably acceptable~~ condition precedent to, Tenant's agreement under this Article 27. (b) If any mortgagee elects to ~~Tenant executed~~ have this Lease superior to its mortgage and signifies its election in the instrument creating its lien or lease or by ~~each holder of a mortgage or~~ separate recorded instrument, then this Lease shall be superior to such mortgage, as the case may be. The term "mortgage", as used in this Lease, includes any deed to secure debt, deed of trust ~~covering the Premises~~or security deed and any other instrument creating a lien in connection with any other method of financing or refinancing. The ~~execution and/or delivery by any such holder of such a Subordination~~term "mortgagee", ~~Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under~~ as used in this Lease, ~~and Tenant shall have~~ refers to the ~~right to terminate this Lease~~ holder(s) of the indebtedness secured by ~~written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in~~ a ~~timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~mortgage.

Appears in 1 contract

Samples: Lease Agreement (Focal Communications Corp)

Subordination and Attornment. ~~34.1. This Lease shall be subject and subordinate to~~ (a) Provided that the ~~lien of any mortgage, deed of trust, or lease in which~~ Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of obtains a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement from ~~the~~ any holder of ~~each such mortgage deed of trust or from such lessor substantially in the form attached~~ an Encumbrance (as ~~Exhibit F hereto, which requires~~ defined below) confirming that such holder ~~or lessor to accept this Lease, and not to disturb Tenant’s possession~~will not, so long as the Tenant is not in default under this ~~Lease~~ Lease, disturb the Tenant’s occupation and possession of the Premises, this lease is and will remain subordinate to every mortgage, charge, trust deed, financing, refinancing or collateral financing, present or future, and the instruments of, as well as the charge or lien resulting from all or any of them and any renewals or extensions of them from time to time (a collectively, an “~~Subordination~~Encumbrance”) against the Premises or the Building and the Tenant will, ~~Non-Disturbance~~ on request, sign any document requested by the Landlord or the Owners to confirm the subordination of this lease to any Encumbrance and ~~Attornment Agreement”)~~to all advances made or to be made on the security of the Encumbrance. ~~However~~The Tenant will also, if the Landlord requests it to do so, attorn to the holder of any ~~such mortgagee~~Encumbrance, ~~beneficiary~~ to the Owners or ~~landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien~~ to any purchaser, transferee or disposee of the Building or of an ownership or equity interest in the Building and the Tenant will, on request, sign any document requested by the Landlord or the Owners to confirm such ~~lease, mortgage~~attornment. (b) If possession is taken under, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure~~the foreclosure of, or ~~in the event of the exercise of the~~ if a power of sale ~~under any mortgage or deed of trust made by the Landlord covering the Premises,~~ is exercised resulting from an Encumbrance the Tenant ~~shall at the election of the purchaser at such foreclosure or sale~~ will attorn to the ~~purchaser upon any such foreclosure or sale~~ Person that so takes possession if that Person requests it and will recognize ~~such purchaser~~ that Person as the Landlord under this Lease. ~~34.4. Within thirty~~ (30c) ~~days after~~ The form and content of any document confirming or effecting the ~~execution of~~ subordination and attornments provided for in this ~~Lease~~ Section 14.02 will be that required by ~~both parties,~~ the Landlord ~~shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each~~ or the holder of ~~a mortgage or deed of trust covering~~ the ~~Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease~~Encumbrance in each case, and each such document will be delivered by the Tenant ~~shall have~~ to the ~~right to terminate this Lease by written notice provided to~~ Landlord within ten (10) days after the ~~expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that~~ Landlord ~~shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~requests it.

Appears in 1 contract

Samples: Office Premises Lease (AbCellera Biologics Inc.)

Subordination and Attornment. ~~34.1~~35.1. ~~This~~ Subject to Section 35.4, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~35.2. ~~Notwithstanding the foregoing~~Subject to Section 35.4, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~35.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. ~~34.4~~35.4. ~~Within thirty (30) days after the execution~~ Tenant's subordination of this Lease ~~by both parties, Landlord~~ shall ~~deliver~~ be subject to ~~Tenant~~ receiving a ~~Subordination,~~ commercially reasonable non-disturbance agreement (a "Non-Disturbance ~~and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ Agreement") from such mortgagee, beneficiary or ~~deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination,~~ lessor which Non-Disturbance Agreement provides that Tenant's possession of the Demised Premises, and ~~Attornment Agreement is a condition precedent to Tenant’s obligations under~~ this Lease, including any options to extend the term hereof, will remain in full force and effect, so long as Tenant ~~shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent~~ is not ~~satisfied~~ in ~~a timely manner; provided that Landlord shall have ten (10) business days~~ Default hereof, after ~~receipt of such written notice from Tenant to provide such Subordination, Non-~~any applicable grace and cure periods.

Appears in 1 contract

Samples: Lease Agreement (Antex Biologics Inc)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in under which Landlord is mortgagor, trustor or tenant now or hereafter in force against the ~~Building or the Project~~ Premises (each, a “Master Lien”), and to all advances made or hereafter to be made upon the security ~~thereof~~ of any Master Lien without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination., provided that the holder of a Master Lien delivers a Subordination, Nondisturbance and Attornment Agreement in the form attached as Exhibit H. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any ~~such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant~~ Master Lien as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any ~~such~~ mortgagee, beneficiary or ~~landlord~~ lessor under ~~lease wherein Landlord is tenant~~ a Master Lien so elects, this Lease shall be deemed prior ~~in lien~~ to ~~any~~ such ~~lease, mortgage, or deed of trust upon or including the Premises~~ Master Lien regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section 35.2 within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any ~~mortgage or deed of trust made by the Landlord covering the Premises~~Master Lien, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Supernus Pharmaceuticals Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, ~~this Lease~~ however, Tenant’s leasehold shall be deemed prior ~~in lien~~ to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any commercially reasonable document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, then upon request of Landlord Tenant ~~hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any~~ shall pay a fee of $500.00 per day until Tenant has executed such ~~document or documents in the name of Tenant~~document. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Relay Therapeutics, Inc.)

Subordination and Attornment. ~~34.1~~29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or ground or master lease in which Landlord is tenant now or hereafter in force against the Building or the ~~Project~~ Property and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~29.2. Notwithstanding the foregoing, ~~Tenant~~ Xxxxxx shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of ~~Tenant~~Xxxxxx. Such power is coupled with an interest and is irrevocable. ~~34.3~~29.3. In Upon written request of Xxxxxxxx, Xxxxxx agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 00.0. Xx the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Carisma Therapeutics Inc.)

Subordination and Attornment. ~~34.1.~~ This Lease shall be subject and subordinate at all times to the lien of any ~~mortgage~~underlying ground leases, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust now or ~~lease~~ hereafter placed by the Landlord upon the Center and to any and all advances to be made thereunder, and to all renewals, replacements and extensions thereof, provided the mortgagee or trustee named in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed said mortgages or deeds of trust ~~or from such lessor substantially~~ shall agree to recognize this Lease in the ~~form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as~~ event of foreclosure if Tenant is not in ~~default~~ default. This clause shall be self-operative, and no further instrument or act on the part of the Tenant shall be required to effectuate such subordination. In confirmation thereof, Tenant shall execute such further assurances as may be required. Any mortgagee, or trustee under any deed of trust may elect that this Lease ~~(a “Subordination~~shall have priority over its mortgage or deed of trust, ~~Non-Disturbance~~ and ~~Attornment Agreement”). However, if any~~ upon notification of such ~~mortgagee, beneficiary~~ election by such mortgagee or ~~landlord under lease wherein Landlord is tenant so elects~~trustee to Tenant, this Lease shall be deemed ~~prior in lien~~ to ~~any~~ have priority over such ~~lease, mortgage,~~ mortgage or deed of trust ~~upon~~ whether this Lease is dated prior to or ~~including~~ subsequent to the ~~Premises regardless~~ date of ~~date and Tenant shall execute a statement in writing to~~ such ~~effect at Landlord’s request~~mortgage or deed of trust. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure~~the foreclosure of the Center, or ~~in the event of the exercise of~~ if the power of sale under ~~any~~ a mortgage or deed of trust ~~made by the Landlord covering the Premises~~is exercised, ~~the~~ then Tenant shall ~~at the election of the purchaser at such foreclosure or sale~~ attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease~~. 34.4~~. ~~Within thirty~~ Tenant hereby appoints Landlord to be the attorney-in-fact of Tenant (30which appointment is irrevocable and coupled with an interest) ~~days after the execution of this Lease by both parties, Landlord shall~~ to execute and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such ~~holder~~ instrument or instruments for and on behalf of ~~such a Subordination, Non-Disturbance~~ and ~~Attornment Agreement is a condition precedent to~~ in the name of Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-.

Appears in 1 contract

Samples: Lease Agreement (Telvent Git S A)

Subordination and Attornment. ~~34.1. This~~ 35.1 Unless the mortgagee or beneficiary elects otherwise at any time prior to or following a default by Tenant, this Lease shall be subject to and subordinate to the lien of any ~~mortgage,~~ mortgage or deed of ~~trust, or lease in which Landlord is tenant~~ trust now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination, provided that the lienholder, beneficiary, or mortgagee executes and delivers to Tenant a non-disturbance, attornment, and subordination agreement ("Non-Disturbance Agreement") in recordable form, in the form as the lienholder, beneficiary, or mortgagee may reasonably request and is approved by Tenant, which approval will not be unreasonably withheld, setting forth that so long as Tenant is not in Default hereunder, Landlord's and Tenant's rights and obligations hereunder (including the use of insurance proceeds as set forth herein) shall remain in force and Tenant's right to possession shall be upheld. Each Non-Disturbance Agreement shall provide for use of insurance proceeds as set forth in Article 21 of this Lease. ~~34.2.~~ 35.2 Notwithstanding the foregoing, Tenant shall upon request of Landlord promptly execute and deliver ~~upon demand~~ such further instrument or instruments reasonably required by Landlord and reasonably acceptable to Tenant evidencing such subordination of this Lease to the lien of any such mortgage or ~~mortgages or deeds~~ deed of trust ~~or lease in which Landlord is tenant~~ as may be required by Landlord, ~~subject~~ provided that the lienholder, beneficiary, or mortgagee has previously executed and delivered to ~~the delivery to Tenant, at no cost to Landlord, of~~ Tenant a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance ~~and Attornment Agreement”)~~Agreement in recordable form. However, if any such ~~mortgagee,~~ mortgagee or beneficiary so elects at any time prior to or ~~landlord under lease wherein Landlord is tenant so elects~~following a default by Tenant, this Lease shall be deemed prior in lien to any such ~~lease, mortgage,~~ mortgage or deed of trust ~~upon or including the Premises~~ regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3.~~ 35.3 In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this ~~Lease~~Lease in accordance with the terms of the Non-Disturbance Agreement. ~~34.4~~35.4 Landlord represents that there are no mortgages or deeds of trust encumbering the Premises, nor will there be any mortgages or deeds of trust encumbering the Premises, with interests which will be superior to Tenant's leasehold, on the date a memorandum of the Lease is duly recorded in the Official Records of Santa Clarx Xxxnty, other than those interests for which Tenant has been provided a Non-Disturbance Agreement. ~~Within thirty (30) days after~~ Notwithstanding the ~~execution of this Lease by both parties~~foregoing, Landlord shall ~~deliver~~ use commercially reasonable efforts to insure that the Premises are free of material and mechanics' liens on account of the work required of Landlord under the Work Letter as soon as is reasonably practical after Tenant ~~a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering~~ occupies the Premises. ~~The execution and/or delivery~~ At the request of Tenant, Landlord shall provide such documentation as may be reasonably requested by a title company for the purpose of allowing the leasehold policy to be issued without listing any such ~~holder of~~ liens as exceptions, so long as Landlord incurs no expense therefor. In any event, however, Landlord shall insure such a ~~Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have~~ policy without exceptions for such liens may be issued no later than six (6) months from the ~~right to terminate this Lease by written notice provided to Landlord within ten (10) days after~~ Substantial Completion of the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-Premises.

Appears in 1 contract

Samples: Sublease (Brocade Communications Systems Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the ~~Project~~ Property and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided that, the subordination to future mortgages, deeds of trust or leases shall be conditioned upon Tenant’s receipt of a commercially reasonable non-disturbance agreement from such future lenders or ground lessors of the Property and Tenant’s attornment and confirmation of subordination to the same. Upon Tenant’s request, Landlord shall use commercial reasonably efforts to obtain such a non-disturbance agreement. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Landlord may notify Tenant of such failure in writing. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after the delivery of any such failure notice from Landlord, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease (including increasing Rent or modifying the Term), if required by a mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises constitute a part incident to the financing of the real property of which the Premises constitute a part. All costs of reasonable out-of-pocket legal fees incurred by Tenant in connection with any such amendments shall be borne and paid exclusively by Landlord. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Alnylam Pharmaceuticals, Inc.)

Subordination and Attornment. ~~34.1.~~ 35.1 This ~~Lease~~ lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is ~~tenant~~ tenant, now or hereafter in force against the ~~Building or the Project~~ Premises, and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided, however that so long as there is no Default hereunder, Tenant's right to possession of the Premises shall not be disturbed by the holder of any such lien. ~~34.2.~~ 35.2 Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ~~ten (10) business~~ 10 days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3. In the event~~ 35.3 If any proceedings are brought for foreclosure, or ~~in the event of~~ upon the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant ~~shall~~ shall, at the election of the purchaser at such foreclosure or ~~sale~~ sale, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the ~~Landlord~~ landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease Agreement (Lexicon Genetics Inc/Tx)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, ~~Tenant~~ Xxxxxx shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of ~~Tenant~~Xxxxxx. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~30.3. Upon written request of Xxxxxxxx and opportunity for Tenant to review, Xxxxxx agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Mortgagee incident to the financing of the real property of which the Premises constitute a part. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. ~~34.4~~30.5. ~~Within thirty (~~Notwithstanding anything to the contrary contained in this Article 30~~) days after the execution of~~ , Tenant shall not be required to subordinate this Lease ~~by both parties~~and the lien hereof to the lien of any ground or underlying leases or to the lien of any mortgages or deeds of trust, ~~Landlord shall deliver to Tenant a Subordination~~in either case hereafter placed on, ~~Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each~~ against or affecting the Building unless the holder of a such lease or mortgage or deed of trust ~~covering the Premises. The execution and/or delivery by any~~ shall enter into an agreement with Tenant on such holder’s standard form (with such commercially reasonable changes to which such holder and Tenant may mutually agree) to the effect that in the event of foreclosure of, or similar action taken under, such ~~a Subordination~~lease or mortgage or deed of trust, ~~Non-Disturbance and Attornment Agreement is a condition precedent to~~ Xxxxxx’s possession of the Premises shall not be terminated or disturbed by such holder or anyone claiming under such holder so long as Tenant shall not be in default under this Lease (“SNDA”), which shall be executed, delivered and, at Tenant’s ~~obligations under this Lease~~expense, recorded. 30.6. Landlord represents and warrants that there are no Mortgagees other than XX Xxxxxx (“Landlord’s Lender”), and ~~Tenant shall have~~ Landlord agrees to obtain Landlord’s Lender’s standard form of SNDA for execution and delivery contemporaneously with the ~~right to terminate~~ execution and delivery of this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-Xxxxxxxx and Xxxxxx.

Appears in 1 contract

Samples: Lease (Fractyl Health, Inc.)

Subordination and Attornment. ~~34.1~~39. ~~This Lease shall be subject~~ Lessee hereby subordinates all of Lessee's rights, title and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of interest under this Lease to the lien of any ~~such mortgage or~~ existing and all future mortgages or and deeds of trust ~~or lease in which Landlord is tenant as may be required by Landlord, subject to~~ on the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)building. However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact Lessee agrees to execute and deliver ~~any~~ promptly such ~~document or~~ agreement and other documents in as Lessor may request to confirm and acknowledge the ~~name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3~~foregoing subordination agreement. In the event the lien of any ~~proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any~~ such mortgage or deed of trust ~~made by~~ is foreclosed or title to the ~~Landlord covering the Premises~~building is conveyed in lieu of foreclosure, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ Lessee hereby agrees to attorn to the purchaser ~~upon~~ or of the building at any foreclosure sale and the grantee of any such ~~foreclosure or sale~~ deed and to confirm this Lease and recognize such purchaser or grantee as the ~~Landlord under this Lease. 34.4~~Lessor hereunder. ~~Within thirty (30) days after~~ So long as Lessee is not in default, the ~~execution of this~~ Lease shall remain in full force and effect for the full term hereof. This Lease shall be subject to assignment by ~~both parties~~Lessor. ESTOPPEL CERTIFICATE 40. Lessee shall, ~~Landlord shall deliver to Tenant a Subordination~~without charge, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after written request by Lessor, deliver to Lessor in writing an executed statement certifying that this Lease is unmodified and in full force and effect, or in the ~~expiration~~ case of lease modifications, that the Lease as modified is in full force and effect, the dates to which rent or other charges have been paid, the amount, if any, of prepaid rent and deposits paid by Lessee to Lessor, the nature and kind of concessions, rental or otherwise, if any, which Lessee has received or is entitled to receive, and to Lessee's knowledge that Lessor is not in default under any provision of this Lease or, if in default, a detailed description hereof. TRANSFER OF LESSOR'S INTEREST IN PREMISES 41. In the event of any sale or exchange of the Premises by Lessor and assignment by Lessor of this Lease, the Lessor shall be entirely freed and relieved of its covenants and obligations contained in, or derived from the Lease arising out of any act, occurrence or omission relating to the Premises or this Lease occurring after the consummation of such ~~initial thirty (30) day period~~sale or exchange and assignment provided however, ~~if such condition precedent is not satisfied in a timely manner; provided~~ that ~~Landlord~~ the new owner shall ~~have ten (10) business days after receipt~~ assume and agree to perform all the covenants and obligations of Lessor contained herein. In the event of such ~~written notice from Tenant~~ sale or exchange, this Lease shall nevertheless remain unimpaired and in full force and effect and Lessee hereunder agrees to ~~provide such Subordination, Non-~~attorn to the then owner of the Leased Premises.

Appears in 1 contract

Samples: Net Lease (Pharmacy Buying Association Inc)

Subordination and Attornment. ~~34.1.~~ This Lease is and shall be subject and subordinate to ~~the lien of~~ all ground or underlying leases and to any ~~mortgage,~~ mortgage or deed of ~~trust, or lease in which Landlord is tenant~~ trust that may now or hereafter ~~in force~~ be placed against the ~~Building or the Project~~ Premises, and to all ~~advances made~~ renewals, modifications, consolidations, replacements and extensions thereof. This subordination shall be self-operative; however, Tenant shall promptly execute any instrument that Landlord or ~~hereafter to be made upon the security thereof without the necessity~~ any ground lessor, mortgagee or holder of ~~the execution and delivery~~ a deed of trust may request confirming subordination. Tenant hereby appoints Landlord as Tenant’s attorney-in -tact lo execute any ~~further instruments~~ such instrument on ~~the part~~ behalf of ~~Tenant to effectuate such subordination. 34.2~~Tenant. Notwithstanding the foregoing, ~~Tenant~~ the mortgagee or holder of a deed of trust that may now or hereafter be placed against the Premises shall ~~execute~~ have the unilateral, unconditional right, exercisable by providing written notice thereof to Tenant, to subordinate or cause to be subordinated the mortgage or deed of trust to this Lease. If such mortgagee or holder of a deed of trust so elects and ~~deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any~~ subsequently forecloses such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of ~~trust or from such lessor substantially~~ trust, this Lease shall continue in full force and effect and Tenant shall attorn to and recognize as its landlord the ~~form attached as Exhibit F hereto, which requires such holder or lessor to accept~~ purchaser of Landlord’s interest under this Lease, and the purchaser shall not to disturb Tenant’s ~~possession, so~~ rights under this Lease as long as Tenant is not in default under this ~~Lease (~~Lease. Tenant shall, upon the request of a ~~“Subordination, Non-Disturbance and Attornment Agreement”). However, if any such~~ mortgagee, ~~beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or~~ holder of a deed of trust ~~upon~~ or ~~including the Premises regardless of date and Tenant shall execute a statement in writing to such effect~~ purchaser at ~~Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor~~foreclosure, ~~Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute~~ execute, acknowledge and deliver any ~~such document or documents in~~ instrument that has for its purpose and effect the ~~name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event~~ subordination of the ~~exercise~~ lien of ~~the power of sale under~~ any mortgage or deed of trust ~~made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure~~ to this Lease or ~~sale attorn~~ Tenant’s attornment to the ~~purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease~~purchaser. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Single Tenant Lease Net (Aptera Motors Corp)

Subordination and Attornment. ~~34.1. This Lease shall be subject~~ (a) Upon request of Xxxxxxxx, or any mortgagee or beneficiary of Landlord, Tenant will in writing subordinate its rights hereunder to the interest of any ground lessor of the land upon which the Premises are situated and ~~subordinate~~ to the lien of any ~~mortgage,~~ mortgage or deed of trust, ~~or lease in which Landlord is tenant~~ now or hereafter in force against the land and Building of which the Premises are a part (including any refinancings or replacements thereof), or upon any building hereafter placed upon the ~~Project~~ land upon which the Building is located, and to all advances ~~made or~~ hereafter ~~to be~~ made upon the security ~~thereof without~~ thereof; provided, however, that Tenant’s obligations under the ~~necessity of~~ Lease are conditioned upon the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease Landlord delivering to the ~~lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of~~ Tenant a ~~subordination,~~ non-disturbance ~~and attornment~~ agreement from every ground lessor, mortgagee or trustee of the ~~holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto~~Premises.. Landlord hereby subordinates all statutory and contractual landlord’s liens (and, ~~which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant~~ provided Xxxxxx is not in default ~~under this Lease~~ at the time, agrees to sign documents so indicating, upon Xxxxxx’s request) to any liens or security interests covering Tenant’s inventory, or financed fixtures, furniture or equipment of Tenant in favor of bona-fide third-party lenders providing financing to Tenant (~~a “Subordination, Non~~including purchase-~~Disturbance and Attornment Agreement”~~money financing). ~~However~~Additionally, ~~if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease~~ Tenant shall be ~~deemed prior in lien~~ permitted to ~~any such lease, mortgage, or deed of trust upon or including~~ remove contents from the Premises ~~regardless of date and Tenant shall execute a statement in writing to such effect at~~ without Landlord’s ~~request. If Tenant fails to execute~~ consent (free and clear of any ~~document required~~ landlord’s liens) whenever Xxxxxx has not previously received from ~~Tenant under this Section within ten (10) business days after~~ Landlord a written ~~request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name~~ notice of ~~Tenant. Such power is coupled with an interest and is irrevocable~~default which remains uncured. ~~34.3.~~ (b) In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, or in the event of a sale or conveyance of the Building by Landlord, Tenant shall ~~at the election of the purchaser at such foreclosure or sale~~ attorn to the purchaser upon any such foreclosure or sale or conveyance and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations landlord under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall ~~have ten (10) business days after receipt~~ be released from all obligations and liabilities hereunder as of ~~such written notice from Tenant~~ the time of transfer of title to ~~provide such Subordination, Non-~~the Building.

Appears in 1 contract

Samples: Lease Agreement and Option to Purchase (Solitron Devices Inc)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination; provided that with respect to any future liens of any mortgage or other lien hereafter granted, this Lease shall not be subject and subordinate to such future mortgage or lien, unless Tenant is provided with a subordination, non-disturbance and attornment agreement between such future mortgagee and Tenant in such form as such mortgagee may reasonably request; provided such form is substantially consistent with the provisions of this Section 30.1 in which the mortgagee agrees that such mortgagee shall not disturb Tenant in its possession of the Premises under the terms of this Lease upon (i) Tenant’s execution thereof, (ii) attornment to such mortgagee as Landlord, and (iii) performance of its Lease covenants (which conditions Tenant agrees with all mortgagees to perform). ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any ~~such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant~~ Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. 30.3. Upon written request of Landlord and opportunity for Tenant ~~fails~~ to review, Tenant agrees to execute any ~~document~~ Lease amendments not materially altering the terms of this Lease, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Lender incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Cyclerion Therapeutics, Inc.)

Subordination and Attornment. ~~34.1~~30.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by ~~Landlord~~Landlord on such lender’s or ground lessor’s standard form, ~~subject~~ as modified to ~~the delivery~~ include commercially reasonable comments submitted by Tenant and agreed to ~~Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each~~ by such ~~mortgage deed of trust~~ lender or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”)ground lessor. ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If For the avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. Landlord shall use reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement from any future Mortgagee on such Mortgagee’s customary form and Landlord shall use reasonable efforts to have such form modified by Tenant’s commercially reasonable comments. 30.3. Upon written request of Landlord and opportunity for Tenant ~~fails~~ to review, Tenant agrees to execute any ~~document~~ Lease amendments not materially altering the terms of this Lease, if required ~~from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact~~ by a Mortgagee incident to ~~execute and deliver any such document or documents in~~ the ~~name~~ financing of ~~Tenant. Such power is coupled with an interest and is irrevocable~~the real property of which the Premises constitute a part. ~~34.3~~30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Epizyme, Inc.)

Subordination and Attornment. ~~34.1~~29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Premises or ~~the Project~~ any portion thereof and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. Landlord shall use commercially reasonable efforts to obtain a commercially reasonable subordination, non-disturbance and attornment agreement on Tenant’s behalf from any Lenders existing on the date hereof, and any future Lenders. ~~34.2~~29.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. c. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. ~~34.3~~29.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a part. 29.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (PMV Pharmaceuticals, Inc.)

Subordination and Attornment. ~~34.1.~~ (a) This Lease ~~shall be subject~~ and the Tenant's rights hereunder are, & will at all times be, subordinate to any and all mortgages, trust deeds. financing, refinancing or collateral, financing and the instruments as well as the charge or lien resulting from all or any of the foregoing or any ~~mortgage, deed of trust,~~ renewals or ~~lease~~ extensions thereof from time to time in ~~which Landlord is tenant now or hereafter in force~~ existence against the ~~Building~~ Project (or part thereof) (collectively, the ~~Project and to all advances made or hereafter to be made upon~~ "Encumbrances"). Upon request, the ~~security thereof without the necessity of the execution and delivery of any further instruments on the part of~~ Tenant ~~to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of~~ will subordinate this Lease and all of its rights hereunder in such form as the Landlord requires to any Encumbrance and, it requested the ~~lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject~~ Tenant will attorn to ~~the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from~~ the holder of ~~each~~ my such ~~mortgage deed of trust or from such lessor substantially in~~ Encumbrance (the ~~form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as~~ "Encumbrancer"). (b) The Tenant ~~is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However~~will, if ~~any such mortgagee, beneficiary or landlord under lease wherein Landlord~~ possession is ~~tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage~~taken under, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for ~~foreclosure,~~ possession under or the foreclosure of. or in the event of the exercise of the power of sale ~~under~~ under, any ~~mortgage or deed of trust made by the Landlord covering the Premises~~Encumbrance, ~~the Tenant shall at the election of the purchaser at such foreclosure or sale~~ attorn to the Encumbrancer or the purchaser upon any such ~~foreclosure~~ foreclosure, sale or ~~sale~~ other proceeding and recognize ~~such~~ the Encumbrancer or the purchaser as the Landlord under this Lease. ~~34.4. Within thirty~~ (30c) ~~days after~~ Upon the written request of the Tenant, the Landlord shall use its reasonable efforts to obtain at the Tenant's expense an agreement from the permanent financing mortgagee of the Project to the effect that upon the execution and delivery by the Tenant to the Landlord of ~~this~~ the Lease, if the Tenant shall pay the Rent & comply with all terms and conditions contained in the Lease ~~by both parties~~& attorn to the permanent financing Mortgagee(s), ~~Landlord~~ the Tenant shall ~~deliver~~ be permitted to ~~Tenant~~ remain in quiet possession of the Leased Premises without interruption or disturbance from the permanent financing Mortgagee(s); or at the option of the permanent financing Mortgagee(s) shall be entitled to obtain a ~~Subordination, Non-Disturbance and Attornment Agreement~~ new lease for the unexpired Term of the Lease on the same terms & conditions as contained in ~~a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering~~ the ~~Premises~~Lease. The ~~execution and/or delivery~~ Tenant shall (i) promptly execute such documents as may be required by the Landlord to give effect to the foregoing, and (ii) indemnify the Landlord from and against all costs. including legal costs incurred by the Landlord in connection with obtaining & preparing any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-documents.

Appears in 1 contract

Samples: Lease Agreement (Chalk Media Corp)

Subordination and Attornment. ~~34.1~~30.1. ~~This~~ Subject to the provisions set forth below, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Building ~~or the Project~~ and Common Areas ("Mortgage") and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. ~~34.2~~30.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). ~~However, if~~ If any such mortgagee, beneficiary or landlord under a lease wherein Landlord is tenant (each, a "Mortgagee") so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. ~~34.3~~30.3. Landlord represents and warrants to Tenant that as of the Execution Date, there is no current mortgagee with respect to the Property. Tenant's obligation to subordinate and attorn to future Mortgagees is conditioned upon Landlord delivering to Tenant a commercially reasonable subordination, non-disturbance and attornment agreement ("SNDA"). If at any time after the date of this Lease Landlord should desire to place a Mortgage on the Building, Land or Project, Landlord agrees that it will use commercially reasonable efforts to cause the holder of such Mortgage to enter into a SNDA in connection with this Lease whereby such Mortgagee agrees that, so long as no Default shall have occurred and be continuing under this Lease, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or disturbed by any action which the Mortgagee may take to foreclose or terminate any such Mortgage, and that any successor landlord shall recognize this Lease as being in full force and effect. 30.4. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by ~~the~~ Landlord covering the Premises, ~~the~~ Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as ~~the~~ Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Lease (Macrogenics Inc)

Subordination and Attornment. ~~34.1~~(i) This Lease, at Landlord’s option, shall be subordinate to any ground lease, mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the Premises, the Improvements or the Property, or any part or parts thereof, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof. ~~This~~ If any present or future mortgagee, trustee or ground Landlord shall at any time elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and written notice of such election shall be given to Tenant, this Lease shall be ~~subject and subordinate~~ deemed prior to such mortgage, deed of trust, or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. (ii) Tenant agrees to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any mortgage, deed of ~~trust~~trust or ground lease, ~~or lease~~ as the case may be, and failing to do so within ten (10) days after written demand, does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney in ~~which Landlord is tenant now or hereafter~~ fact and in ~~force against the Building or the Project~~ Tenant’s name, place and stead, to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordinationdo so. ~~34.2. Notwithstanding~~ (iii) If Tenant is required to subordinate its interests under the ~~foregoing~~Lease, ~~Tenant shall execute and deliver~~ Tenant’s obligation to subordinate its interests is conditioned upon ~~demand such further instrument or instruments evidencing such subordination of this Lease to the lien of~~ any such ~~mortgage~~ lienholder or ~~mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of~~ prospective lienholder providing Tenant with a ~~subordination,~~ commercially reasonable non-disturbance ~~and attornment~~ agreement ~~from the holder of each such mortgage deed of trust or from such lessor substantially~~ which, in ~~the form attached as Exhibit F hereto~~substance, ~~which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession,~~ agrees that so long as Tenant is not in default under the terms of this ~~Lease (a “Subordination~~Lease, ~~Non-Disturbance~~ its tenancy for the use and ~~Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall~~ purposes herein described and all rights granted to Tenant hereunder will not be ~~deemed prior~~ disturbed and will remain in ~~lien to any such lease, mortgage, or deed of trust upon or including~~ full force and effect throughout the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocableTerm. ~~34.3. In~~ (iv) Tenant shall, in the event any proceedings are brought for ~~foreclosure~~the foreclosure of, or in the event of ~~the~~ exercise of the power of sale under any mortgage or deed of trust made by the ~~Landlord covering~~ Landlord, its successors or assigns, encumbering the Premises, or any part thereof, or in the ~~Tenant shall at the election~~ event of termination of the ~~purchaser at such foreclosure or sale~~ ground lease, if any, and if so requested, attorn to the purchaser upon ~~any~~ such foreclosure or sale or upon any grant of a deed in lieu of foreclosure and shall recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-

Appears in 1 contract

Samples: Stock Purchase Agreement (Teletech Holdings Inc)

Subordination and Attornment. ~~34.1. This Lease shall be subject and subordinate to the lien~~ (a) By its execution of ~~any mortgage~~this Amendment, ~~deed of trust, or lease in which~~ Landlord has informed Tenant that Landlord is ~~tenant now~~ the lessee under the Ground Lease. Landlord represents and warrants to Tenant that, as of the date hereof, (a) there are no Mortgages that constitute a lien or ~~hereafter in force against~~ charge on the whole or any portion of the Building or the ~~Project and to all advances made~~ Land (or ~~hereafter to be made upon~~ Landlord's interest in the ~~security thereof without~~ Building, the ~~necessity of~~ Land or this Lease) except for the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage ~~or mortgages or deeds of trust or lease in which Landlord~~ that is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially described in the form ~~attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “~~of Subordination, Non-Disturbance and Attornment ~~Agreement”~~Agreement that is attached hereto as Exhibit H (the "EXISTING MORTGAGE")~~. However~~, if and (b) there are no Superior Leases covering the whole or any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event portion of the ~~exercise of~~ Land or the ~~power of sale under any mortgage or deed of trust made by~~ Building except for the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Ground Lease~~. 34.4~~. Within ~~thirty (30)~~ 30 days after the ~~execution of this Lease by both parties~~Effective Date, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a the form ~~reasonably acceptable~~ attached hereto as Exhibit H, from the holder of the Existing Mortgage. Simultaneously with the execution and delivery of this Lease by Landlord, Landlord shall deliver to Tenant ~~executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder of such~~ a Subordination, Non-Disturbance and Attornment Agreement is in the form attached hereto as Exhibit I, from Bala Plaza, Inc., the Lessor under the Ground Lease. (b) Tenant agrees to subordinate the leasehold estate created by this lease and the rights of Tenant hereunder to the lien of any Mortgage that hereafter constitutes a ~~condition precedent to Tenant’s obligations under~~ lien or charge on the whole or any portion of the Building or the Land (or Landlord's interest in the Building, the Land or this Lease) or to any Superior Lease that hereafter covers the whole or any portion of the Land or the Building provided that the holder of such Mortgage or the Lessor under such Superior Lease enters into a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit H and I, respectively (and Tenant ~~shall have the right~~ agrees to ~~terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of~~ execute and deliver such ~~initial thirty (30) day period, if~~ agreement in such ~~condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~event).

Appears in 1 contract

Samples: Lease Agreement (Philadelphia Consolidated Holding Corp)

Subordination and Attornment. ~~34.1.~~ A. This Lease ~~shall be~~ is subject and subordinate to any lease wherein Landlord is the ~~lien~~ tenant and to the liens of any ~~mortgage, deed~~ and all mortgages or deeds of trust, ~~or lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity~~ regardless of ~~the execution and delivery of any further instruments on the part of Tenant to effectuate~~ whether such ~~subordination. 34.2. Notwithstanding the foregoing~~lease, ~~Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or~~ mortgages or deeds of trust now exist or ~~lease in which Landlord is tenant as~~ may hereafter be ~~required by Landlord~~created with regard to all or any part of the Project, ~~subject~~ and to any and all advances to be made thereunder, and to the ~~delivery~~ interest thereon, and all modifications, consolidations, renewals, replacements and extensions thereof. Tenant also agrees that any lessor, mortgagee or trustee may elect to ~~Tenant, at no cost~~ have this Lease prior to ~~Landlord,~~ any lease or lien of ~~a subordination, non-disturbance and attornment agreement from the holder of each such~~ its mortgage or deed of ~~trust or from such lessor substantially~~ trust, and in the ~~form attached as Exhibit F hereto~~event of such election and upon notification by such lessor, ~~which requires such holder~~ mortgagee or ~~lessor~~ trustee to ~~accept this Lease, and not~~ Tenant to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so electsthat effect, this Lease shall be deemed prior ~~in lien~~ to ~~any such~~ said lease, ~~mortgage,~~ mortgage or deed of trust, whether this Lease is dated prior to or subsequent to the date of said lease, mortgage or trust ~~upon~~ deed. B. Tenant shall, in the event of the sale or ~~including~~ assignment of Landlord’s interest in the Premises ~~regardless~~ (except in a sale-leaseback financing transaction), or in the event of ~~date~~ the termination of any lease in a sale-leaseback financing transaction wherein Landlord is the lessee, attorn to and ~~Tenant shall execute a statement in writing to~~ recognize such ~~effect at Landlord’s request. If Tenant fails to execute any document required from Tenant~~ purchaser or assignee or mortgagee as Landlord under this ~~Section within ten (10) business days after written request therefor~~Lease. C. Tenant shall, ~~Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents~~ in the ~~name~~ event of ~~Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event~~ any proceedings ~~are~~ brought for ~~foreclosure~~the foreclosure of, or in the event of the exercise of the power of sale ~~under~~ under, any mortgage or deed of trust made by the Landlord covering the Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises~~. The execution and/or delivery by any~~ , attorn to and recognize such ~~holder of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations~~ purchaser or assignee or mortgagee as Landlord under this Lease. D. The above subordination and attornment clauses shall be self-operative and no further instruments of subordination or attornment need be required by any mortgagee, ~~and~~ trustee, lessor, purchaser or assignee. In confirmation thereof, Tenant agrees that, upon the request of Landlord, or any such lessor, mortgagee, trustee, purchaser or assignee, Tenant shall ~~have~~ execute and deliver whatever instruments acknowledging subordination or attornment at such times as requested may be required for such purposes and to carry out the ~~right to terminate~~ intent of this ~~Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period~~Section. Landlord’s successor shall not be liable for Landlord’s breaches, if ~~such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt~~ any, of ~~such written notice from Tenant to provide such Subordination, Non-~~this Lease.

Appears in 1 contract

Samples: Office Lease Agreement (Hallmark Financial Services Inc)

Subordination and Attornment. 34.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the Project and the Building ~~or the Project~~ and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such ~~subordination~~subordination provided that Tenant receives a non-disturbance agreement from any such mortgagee, beneficiary or landlord in substantially the same form as Exhibit “J” attached hereto (the “Nondisturbance Agreement”). 34.2. ~~Notwithstanding~~ Provided that Tenant receives the ~~foregoing~~Nondisturbance Agreement, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In Provided that Tenant receives the Nondisturbance Agreement, in the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this ~~Lease. 34.4. Within thirty (30) days~~ Lease so long as such purchaser recognizes Tenant as tenant under this Lease and such purchaser agrees to perform all of Landlord’s duties and obligations hereunder arising from and after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. The execution and/or delivery by any such holder date of such a Subordination, Non-Disturbance and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-foreclosure or sale.

Appears in 1 contract

Samples: Lease Agreement (Qiagen Nv)

Subordination and Attornment. ~~34.1.~~ This Lease ~~shall be~~ and the right of the Tenant hereunder are expressly subject and subordinate to the lien and provisions of any mortgage, deed of trust. deed to secure debt. ground lease, assignment of leases, or ~~lease in which Landlord is tenant~~ other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter ~~in force against~~ encumbering the ~~Building~~ Premises, the Building, the Property, or ~~the Project~~ any part thereof, and all amendments, renewals, modifications and extensions of and to any such Security Instrument and to all advances made or hereafter to be made upon ~~the security thereof without the necessity of the execution and delivery of any further instruments on the part of~~ such Security Instrument. The Tenant agrees to ~~effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall~~ execute and deliver ~~upon demand~~ such further ~~instrument~~ instruments, in such form as may be required by Landlord or ~~instruments evidencing such subordination~~ any holder of a proposed or existing Security Instrument, subordinating this Lease to the lien of any such ~~mortgage or mortgages or deeds of trust or lease in which Landlord is tenant~~ Security Instrument as may be ~~required~~ requested in writing by ~~Landlord~~the Landlord or holder from time to time. In the event of the foreclosure of any such Security Instrument by voluntary agreement or otherwise, ~~subject~~ or the commencement of any judicial 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 from time to time. upon not less than seven (7) days' prior written request by the Landlord deliver to the ~~delivery to Tenant~~Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect, ~~at no cost to Landlord~~or, ~~of a subordination~~if there have been modifications, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept that this Lease, as modified, is an full force and ~~not~~ effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to ~~disturb Tenant’s possession, so long as Tenant~~ which the Rent has been paid: that the Landlord is not in default under this Lease ~~(a “Subordination, Non-Disturbance and Attornment Agreement”). However~~or, if ~~any~~ in default, a detailed description of such mortgagee, beneficiary or landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) business days after written request therefor, Tenant hereby constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, default; that the Tenant ~~shall at the election~~ is or is not in possession of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. Within thirty (30) days after the execution of this Lease by both parties, Landlord shall deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage or deed of trust covering the Premises. ~~The execution and/or delivery by any~~ as the case may be; and containing such ~~holder of such a Subordination, Non-Disturbance~~ other information and Attornment Agreement is a condition precedent to Tenant’s obligations under this Lease, and Tenant shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent is not satisfied in a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-agreements as may be reasonably requested.

Appears in 1 contract

Samples: Lease Agreement (Conversion Technologies International Inc)

Subordination and Attornment. 34.1. ~~This~~ Subject to Section 34.4, this Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or lease in which Landlord is tenant now or hereafter in force against the ~~Building~~ Demised Premises or the ~~Project~~ Building and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments on the part of Tenant to effectuate such subordination. 34.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord, subject to the delivery to Tenant, at no cost to Landlord, of a subordination, non-disturbance and attornment agreement from the holder of each such mortgage deed of trust or from such lessor substantially in the form attached as Exhibit F hereto, which requires such holder or lessor to accept this Lease, and not to disturb Tenant’s possession, so long as Tenant is not in default under this Lease (a “Subordination, Non-Disturbance and Attornment Agreement”). However, if any such mortgagee, beneficiary or ~~landlord~~ Landlord under lease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Demised Premises regardless of date and Tenant ~~shall~~ will execute a statement in writing to such effect at Landlord’s 's request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) ~~business~~ days after written request therefor, Tenant hereby constitutes and appoints Landlord as or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. 34.3. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Demised Premises, the Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the Landlord under this Lease. 34.4. ~~Within thirty (30) days after the execution~~ Tenant's subordination of this Lease ~~by both parties, Landlord~~ shall ~~deliver~~ be subject to ~~Tenant~~ receiving a ~~Subordination,~~ commercially reasonable non-disturbance agreement (a "Non-Disturbance ~~and Attornment Agreement in a form reasonably acceptable to Tenant executed by each holder of a mortgage~~ Agreement") from such mortgagee, beneficiary or ~~deed of trust covering the Premises. The execution and/or delivery by any such holder of such a Subordination,~~ lessor which Non-Disturbance Agreement provides that Tenant's possession of the 40 41 Demised Premises, and ~~Attornment Agreement is a condition precedent to Tenant’s obligations under~~ this Lease, ~~and~~ including any options to extend the term hereof, will not be disturbed so long as Tenant ~~shall have the right to terminate this Lease by written notice provided to Landlord within ten (10) days after the expiration of such initial thirty (30) day period, if such condition precedent~~ is not ~~satisfied~~ in ~~a timely manner; provided that Landlord shall have ten (10) business days after receipt of such written notice from Tenant to provide such Subordination, Non-~~Default hereof.

Appears in 1 contract

Samples: Lease Agreement (Arena Pharmaceuticals Inc)

Common use of Subordination and Attornment Clause in Contracts