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Common use of Subordination and Attornment Clause in Contracts

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 5 contracts

Samples: Lease Agreement (MSG Entertainment Spinco, Inc.), Lease Agreement (MSG Entertainment Spinco, Inc.), Lease (MSG Spinco, Inc.)

Subordination and Attornment. Lessee shall, subject to a Secured Party delivering to the Lessee a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Lessee has occurred, provide to any Secured Party an instrument (athe “Subordination Agreement”) Subject in form and content acceptable to Section 11.5 hereof, Secured Party pursuant to which: A. this Lease and Tenant’s rights hereunder are any extensions, renewals, replacements or modifications thereto, and all right and interest of Lessee in and to the Personal Property shall be subject and subordinate to such Secured Loan Documents; B. Lessee shall be obligated to each of the Subsequent Owners (as defined below) to perform all Mortgages of the terms and Superior Leases. At conditions of this Lease for the request balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Lessor; C. If the Secured Party or a Subsequent Owner takes any Mortgagee proceedings in respect of the Personal Property (including taking possession, foreclosure or Lessorpower of sale) as a result of the occurrence of a default under the Secured Loan Documents, Tenant Lessee shall attorn and be bound to such Mortgagee Secured Party or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Subsequent Owner under all of the Execution Dateterms of this Lease for the balance of the Term thereof remaining, there are no Superior Leases, Mortgages with the same force and effect as if Secured Party or Condominium Declarations (as hereinafter defined) affecting a Subsequent Owner were the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord landlord under this Lease, whether through possession and Lessee hereby attorns to Secured Party or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor Subsequent Owner as landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Personal Property or otherwise becoming the owner of the Personal Property. If Secured Party exercises a repossession or power of sale as a result of the occurrence of a default under the Secured Loan Documents, Lessee shall attorn and be deemed bound to have attorned the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and recognized such successor extensions, with the same force and effect as if the Subsequent Owner were the landlord as Landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Lessee, immediately upon the Subsequent Owner taking possession of the Personal Property. The provisions Lessee also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 12.2.D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Lessee under all of the terms, covenants and conditions of this Article 11 are self-operative Lease and require no further instruments to give effect heretoLessee shall not be disturbed in its rights under the terms of this Lease; provided, however, that Tenant shall promptly execute and deliver any instrument that Secured Party or such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Subsequent Owner shall not be: (i) liable for any act action or omission of Landlord of, or any payment required to be made by, any prior landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionincluding Lessor); (ii) subject bound by any rent which Lessee might have paid for more than the current month to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtylandlord (including Lessor); (iii) bound by liable for the return or application of any prepayment of more than one month’s Rent security deposits unless Lessor actually delivers such deposits to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthSecured Party; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work termination, surrender or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal modification of this Lease made without the consent of Secured Party’s written consent; or (v) subject to any Lessor offsets or Mortgagee of deficiencies, which Tenant has been provided noticeLessee might be entitled to assert against any prior landlord (including Lessor). (c) Any Mortgagee may elect D. Notwithstanding the foregoing or anything else contained herein or elsewhere, Lessee acknowledges and agrees that if Lessee is in default under this Lease shall have priority over and there is an execution or a foreclosure of the Mortgage that it holds andSecurity Instrument (or other conveyance in lieu of foreclosure), upon notification to Tenant or other exercise by such MortgageeSecured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Personal Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease may or may not be terminated in the Secured Party’s or the Subsequent Owner’s Sole Discretion. If the Secured Party or the Subsequent Owner elects to terminate this Lease, Lessee shall be deemed first assign all of its right, title and interest in any subleases to have priority over such Mortgage, regardless of the date Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and comply with the balance of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 3 contracts

Samples: Personal Property Lease Agreement, Personal Property Lease Agreement (CNL Lifestyle Properties Inc), Personal Property Lease Agreement (CNL Income Properties Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are shall be subject and subordinate to any Mortgage that may hereafter be placed upon the Premises, or any part thereof, and to all Mortgages amounts secured thereby, and Superior Leases. At the request to all renewals, replacements and extensions of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Dateforegoing, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent that any Mortgage provides otherwise, provided that any such act mortgagee agrees in writing to not disturb Tenant’s occupancy and possession of the Premises, so long as Tenant is not then in default. Tenant further agrees that, in the event of a foreclosure of any Mortgage or omission continues beyond of a conveyance in lieu thereof, it will attorn to the date when mortgagee or to the purchaser at any foreclosure sale, as the case may be, upon the condition that such successor landlord succeeds mortgagee or purchaser shall agree in writing to Landlordrecognize Tenant and this Lease, so long as Tenant is not then in default. Tenant agrees that such mortgagee or purchaser shall not be bound to recognize (i) Tenant’s interest and Tenant gives notice payment of such act any Rent if paid more than one (1) month in advance or omission); (ii) subject any amendment to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to without such mortgagee’s consent. Tenant which was required to be made prior to the time such successor landlord succeeded to shall at Landlord’s interest; request execute such further instruments or assurances as any mortgagee or purchaser may request to evidence (vi) bound by any obligation to perform any work the subordination of this Lease or to make improvements to acknowledge the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions superiority of this Lease, but only as the case may be upon the condition that such mortgagee or purchaser shall agree in writing to recognize Tenant and this Lease and agree to a non-disturbance of the Tenant, (ii) Tenant’s attornment agreement, and/or (iii) the acknowledgment of the express obligations of Tenant to the extent Landlord’s Mortgagee that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been are provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of for in this Lease. In connection with any financing of Prior to the Real Property or the CenterLandlord entering into a Mortgage, or of the interest of the lessee under any Superior LeaseLandlord shall exercise commercially reasonable efforts to procure a subordination, nondisturbance and attornment agreement from Landlord’s Mortgagee in form and content reasonably acceptable to Tenant, pursuant to which such Mortgagee agrees that so long as there is not then a default by Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentwhich is not cured within the applicable cure period, Mortgagee shall not disturb Tenant’s use of the Premises if lender forecloses upon or otherwise takes possession of the Premises.

Appears in 3 contracts

Samples: Master Lease (Foundation Healthcare, Inc.), Master Lease (Graymark Healthcare, Inc.), Master Lease (Graymark Healthcare, Inc.)

Subordination and Attornment. (a) 34.1. Subject to Section 11.5 hereofthe delivery of the non-disturbance agreements described in this Article 34 as a condition precedent to any such subordination, this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, or Lessorlease in which Landlord is tenant now or hereafter in force against the Premises or 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. In consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any particular future ground or underlying lease of the Building or the Premises or to the lien of any mortgage or trust deed, hereafter enforced against the Building or the Premises and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a non-disturbance agreement on (a) the form of non-disturbance agreement customarily used by the lessor under such ground lease or underlying lease or the holder of such mortgage or trust deed or (b) another commercially reasonable form, provided in either instance that such form (i) is reasonably acceptable to Tenant, and (ii) recognizes Tenant’s Purchase Option. Landlord’s delivery to Tenant of non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Landlord who later came into existence at any time prior to the expiration of the Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 34. Tenant shall be entitled, at Tenant’s sole cost and expense, to record any such non-disturbance agreement promptly after full execution and delivery of such agreement. 34.2. Notwithstanding the foregoing, subject to Landlord’s compliance with the terms of Section 34.1, Tenant shall attorn execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as the lien of any such party succeeds to mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver if any instrument that such successor landlord may reasonably request (1) evidencing such attornmentmortgagee, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee beneficiary or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageelease wherein Landlord is tenant so elects, this Lease shall be deemed prior in lien to have priority over any such Mortgagelease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the date name of Tenant. Such power is coupled with an interest and is irrevocable. Within five (5) business days after Landlord executes any document in accordance with this Section 34.2 as Tenant’s attorney-in-fact, Landlord shall provide Tenant a copy of such document. 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. In connection with any , 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 real property of which the Premises constitute a part. Any change affecting the amount or timing of the Centerconsideration 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 interest exercise of the lessee power of sale under any Superior Leasemortgage or deed of trust made by Landlord covering the Premises, Tenant shall consent at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent foreclosure or reduce or affect Tenant’s rights sale and recognize such purchaser as Landlord under this Lease other than to a de minimis extentLease.

Appears in 3 contracts

Samples: Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc), Lease (Arena Pharmaceuticals Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is expressly made subject and subordinate to all Mortgages any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a “Superior Leases. At Interest”) without the request necessity of any Mortgagee or Lessorfurther documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall attorn to such Mortgagee or Lessorshall, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to within ten (10) days after Landlord’s interest hereunder request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and attorney-in-fact to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any such instrument that in the name of Tenant if Tenant fails to do so within such successor landlord may reasonably request time. If the interest of Landlord in the Real Property or the Building is transferred to any person (1“Purchaser”) evidencing such attornmentpursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, (2) setting forth Tenant shall immediately attorn to the terms and conditions of Tenant’s tenancyPurchaser, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord the Purchaser and Tenant upon all of on the terms, terms and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseherein, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs Purchaser acquires and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of accepts the Real Property or the CenterBuilding subject to this Lease. Upon Purchaser’s request, or including any such request made by reason of the interest termination of the lessee under any Superior Leasethis Lease as a result of such foreclosure or other proceedings, Tenant shall consent enter in to any reasonable modifications a new lease with Purchaser on the terms and conditions of this Lease requested by any lending institution, provided such modifications do not increase applicable to the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under remainder of the term hereof. Notwithstanding the subordination of this Lease to Superior Interests as set forth above, the holder of any Superior Interest may at any time (including as part of foreclosure or other than proceedings for enforcement of such Superior Interest), upon written notice to a de minimis extentTenant, elect to have this Lease be prior and superior to such Superior Interest.

Appears in 3 contracts

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

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at sale; provided such time parties agree to recognize Tenant's interest in this Lease so long as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as no Event of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the PremisesDefault then exists. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other commercially reasonable terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord's consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 Business Days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extenteffectuate any subordination.

Appears in 2 contracts

Samples: Lease Agreement (Engage Technologies Inc), Lease (Cmgi Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereofLandlord represents ---------------------------- that, as of the Effective Date, there are no existing Superior Leases and no existing Mortgages. Provided any such Mortgagee or Lessor has executed and delivered a Nondisturbance Agreement (as hereinafter defined), this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all any Mortgages and Superior Leases. At Leases hereafter entered into by Landlord, and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord's consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided notice.any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (cviii) Any Mortgagee may elect that this Lease shall have priority over liable for the Mortgage that it holds andpayment of any unfunded tenant improvement allowance, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property refurbishment allowance or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentsimilar obligation.

Appears in 2 contracts

Samples: Lease (Portal Software Inc), Lease (Portal Software Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and all of Tenant’s rights hereunder are subject and shall be subordinate to any and all Mortgages Encumbrances, to all renewals, modifications, consolidations, replacements and Superior Leasesextensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. At If any proceeding is brought for the request foreclosure of any Mortgagee such Encumbrance (or Lessorif any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) business days after request by Landlord or any Encumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance. Tenant waives the provisions of any Requirement which may give or Lessor, its successors purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in interest the event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord (except to the extent such act under this Lease, or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against any prior Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; , or (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent the current month to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound liable for any Security Deposit not actually received by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Encumbrancer, or (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal future modification of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification not consented to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentEncumbrancer.

Appears in 2 contracts

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

Subordination and Attornment. (a) Subject to Section 11.5 hereof10.5, this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 10 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease. Such instruments may include a new lease with the successor landlord identical to this Lease (by more than a de minimis extent)but for the then remaining Term. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s 's Rent to any prior landlord landlord, except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for respect to a period covering more than one monthtermination payment; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (viF) bound by any modification, amendment amendment, renewal, or renewal termination of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice.successor landlord's consent; or (cG) Any Mortgagee may elect that this Lease shall have priority over personally liable under the Mortgage that it holds andLease, upon notification Mortgagee's liability thereunder being limited to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of its interest in the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentProperty.

Appears in 2 contracts

Samples: Office Building Lease (Imanage Inc), Office Building Lease (Imanage Inc)

Subordination and Attornment. (a) Subject This Lease and all rights of Tenant hereunder shall be subordinate to Section 11.5 hereofall ground leases and underlying leases (collectively referred to as the "Ground Leases" and individually as a "Ground Lease") which may now or hereafter affect the Building or Land and to all mortgages and deeds of trust (collectively referred to as the "Mortgages" and each individually as a "Mortgage") which may now or hereafter affect the Building or Land, whether or not the Ground Leases or Mortgages shall also cover other lands, buildings, or leases, to all amendments, renewals, modifications, replacements and extensions of such Ground Leases and Mortgages and to spreaders and consolidations of such Mortgages. This section shall be self-operative and no further instruments of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute, acknowledge and deliver any instrument that Landlord, the lessor under any Ground Lease or the holder of any Mortgage or any of their respective assigns or successors in interest may reasonably request to evidence such subordination; and if Tenant fails to execute, acknowledge, or deliver any such instruments within ten (10) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, coupled with an interest, to execute and deliver any such instrument for and on behalf of Tenant. Any Ground Lease to which this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages is hereinafter called "Superior Lease" and the lessor under a Superior Leases. At the request of any Mortgagee Lease or Lessor, Tenant shall attorn to such Mortgagee its assigns or Lessor, its successors in interest is hereinafter called "Superior Lessor." Any Mortgage to which this Lease is subject and subordinate is hereinafter called "Superior Mortgage" and the holder of a Superior Mortgage is hereinafter called "Superior Mortgagee". If a Superior Lessor or Superior Mortgagee requires that any purchaser in instrument or instruments of subordination be executed by Tenant, Tenant's failure to do so within ten (10) days after request therefor shall be deemed a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesdefault under this Lease. (b) If a any Superior Lessor or Superior Mortgagee (or any other Person shall succeed purchaser at a foreclosure sale) succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leasedeed (hereinafter a "Successor Landlord"), Tenant shall be deemed to have attorned attorn to and recognized recognize such successor Successor Landlord as Tenant's landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative Lease and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment. Landlord shall attempt to obtain from each Superior Lessor and Superior Mortgagee an agreement that if as a result of the exercise of their rights they become Successor Landlord, (2) setting forth then as Successor Landlord they shall recognize the terms validity and conditions continuance of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease and shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all not disturb Tenant's possession of the termsPremises so long as Tenant shall not be in default of this Lease, conditions and covenants set forth in this Lease except that such successor landlord Successor Landlord shall not be: in no event: (i) be liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); any other prior Landlord under this Lease; (ii) be subject to any defense, claim, counterclaim, set-off offset for a claim arising prior to its succession to the rights of Landlord under this Lease; or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) after notice to Tenant of the existence of a Superior Lessor or a Superior Mortgagee, be bound by any subsequent modification of this Lease or by any subsequent prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account 's installment of Taxes orRent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound unless such modification or prepayment shall have been expressly approved by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Successor Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease Landlord shall have priority over use diligent efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement in the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless form of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under Exhibit F from any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent Lessor or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuperior Mortgagee.

Appears in 2 contracts

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

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s all rights of Tenant hereunder are are, and shall be, subject and subordinate to all Mortgages present and future ground leases and mortgages, including all amendments, modifications, supplements, renewals, substitutions, refinancings and extensions thereto (each, respectively, a “Superior LeasesLease” or “Superior Mortgage”), on or affecting the land on which the Building stands (“Land”) and the Building or any portion thereof. At The provisions of this Article shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the request of any Mortgagee or Lessorforegoing, Tenant shall attorn promptly execute and deliver, at its own expense, any instrument, in recordable form, if requested, that Landlord, the lessor under a Superior Lease (a “Superior Lessor”) or the holder of a Superior Mortgage (a “Superior Mortgagee”) may reasonably request at any time and from time to time to evidence such subordination; Tenant’s failure to so execute and deliver such instrument shall in no way affect the self-operative subordination provisions of this Section 74(a). The Superior Mortgagee may elect that this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to, or Lessorsubsequent to, its successors the date of such Superior Mortgage. If, in connection with obtaining, continuing or renewing of financing for which the Building, Land or the interest of the lessee under the Superior Lease represents collateral, in whole or in part, the Superior Mortgagee shall request reasonable modifications of this Lease as a condition of such financing, Tenant shall execute said modification provided that such modifications do not materially and adversely increase the obligations of Tenant hereunder, diminish the rights of Tenant hereunder, or cause a change in Tenant’s financial obligations hereunder. Notwithstanding anything to the contrary contained herein, Landlord agrees to use commercially reasonable efforts to deliver to Tenant, at Tenant’s sole cost and expense, a Subordination, Nondisturbance and Attornment Agreement (“SNDA”) executed by any purchaser in Superior Mortgagee on such Superior Mortgagee’s standard form (the current Superior Mortgagee’s standard form of SNDA, which shall be subject to Tenant’s commercially reasonable comments, is annexed hereto as Exhibit D); Landlord requesting a foreclosure sale at such time as any such party succeeds to SNDA from a Superior Mortgagee shall be deemed commercially reasonable efforts. Landlord’s interest hereunder as Landlord. Landlord represents and warrants failure to so deliver a SNDA to Tenant that, as shall in no way affect the self-operative subordination provisions of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesthis Lease. (b) If a If, at any time prior to the termination of this Lease, any Superior Lessor or Superior Mortgagee or any other Person person or the successors or assigns of the foregoing (collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure actionTenant agrees, or the delivery of a new lease or deed, then at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant’s Landlord under this Lease upon the successor landlord and upon then executory terms of this Lease; provided such successor landlord’s written agreement Successor Landlord shall agree in writing to accept Tenant’s attornment attornment. The foregoing provisions of this Section 74(b) shall inure to the benefit of any such Successor Landlord, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease, shall be self-operative upon any such demand, and no further instrument shall be required to recognize Tenant’s interest under this Leasegive effect to said provisions. Upon the request of any such Successor Landlord, Tenant shall be deemed execute and deliver, from time to have attorned time, instruments satisfactory to any such Successor Landlord in recordable form if requested to evidence and recognized such successor landlord as Landlord under this Lease. The confirm the foregoing provisions of this Article 11 are self-operative Section 74(b), acknowledging such attornment and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of its tenancy. Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to execute any such instrument, for and on behalf of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)appointment being coupled with an interest. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease Lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in then executory terms of this Lease except that such successor landlord Successor Landlord shall not be: : (i) liable for any previous act or omission or negligence of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); under this Lease; (ii) subject to any defense, claim, counterclaim, set-off defense or offset offset, not expressly provided for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any previous modification or amendment of this Lease made after the granting of such senior interest, or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes orRent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such modification or prepayment shall have been approved in accordance with this Lease for a period covering more than one month; (iv) bound writing by any obligation to make any payment to Tenant Superior Lessee or Superior Mortgagee through or by reason of which was required to be made prior the Successor Landlord shall have succeeded to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the rights of Landlord under this Lease; (iv) obligated to repair the demised premises or the Building or any part thereof, and (B) repairs to in the Premises event of total or substantial damage beyond such repair as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be completed with the net proceeds of insurance actually made from available to Successor Landlord, provided all insurance to be maintained by Landlord is thus maintained; or (v) obligated to repair the demised premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be completed with the net proceeds of any insurance or condemnation awards award actually made available to such successor landlord; or (viSuccessor Landlord, or consequential damages allocable to the part of the demised premises or the Building not taken. Nothing contained in this Section 74(b) bound shall be construed to impair any right or otherwise exercisable by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticesuch Successor Landlord. (c) Any Mortgagee may elect that If any act or omission by Landlord would give Tenant the right, immediately, or after lapse of time, to cancel or terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until (i) it has given written notice of such act or omission to each Superior Mortgagee and each Superior Lessor, whose name and address shall have priority over previously been furnished to Tenant, by delivering notice of such act of omission addressed to each such party at its last address so furnished, and (ii) a reasonable period for remedying such act or omission shall have elapsed following such giving of notice and following the Mortgage that it holds and, upon notification to Tenant by time when such Mortgagee, this Superior Mortgagee or Superior Lessor shall have become entitled under such Superior Lease shall be deemed to have priority over such or Superior Mortgage, regardless of as the date of this Lease. In connection with any financing of case may be, to remedy the Real Property or same (which shall in no event be less than the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent period to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights which Landlord would be entitled under this Lease other than to a de minimis extenteffect such remedy) provided such Superior Mortgagee or Superior Lessor shall, with reasonable diligence, give Tenant notice of its intention to remedy such act or omission and shall commence and continue to act upon such intention.

Appears in 2 contracts

Samples: Loft Lease (Integral Ad Science Holding LLC), Lease Agreement (Integral Ad Science Holding LLC)

Subordination and Attornment. (a) Subject to Section 11.5 hereofthe execution and delivery to Tenant of an SNDA by any Mortgagee or Lessor and the provisions of this Article 9, this Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordsale. Landlord represents and warrants to Tenant that, as of the Execution Effective Date, there are no existing Superior LeasesLeases or Mortgages affecting the Real Property. Notwithstanding anything contained in this Article 9, Mortgages this Lease shall not be subject or Condominium Declarations subordinate to, and Tenant shall not be obligated to subordinate Tenant’s interest in this Lease to any Mortgage recorded after the Effective Date or any Superior Lease executed after the Effective Date, unless and until, in each case, there shall first be delivered to Tenant an SNDA duly executed by the holder of such Mortgage or by the Lessor under such Superior Lease (as hereinafter defined) affecting the Premisesapplicable), provided that such SNDA shall be in commercially reasonable form. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i1) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii2) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 Landlord other than as set forth in connection with a prior casualtyArticles 4 and 6; (iii3) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv4) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v5) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi6) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (7) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (8) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation (but Tenant’s offset rights under Article 4 shall apply). (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within twenty (20) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 2 contracts

Samples: Lease Agreement (Pegasystems Inc), Lease Agreement (Pegasystems Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereofthe provisions of paragraph 65th(d) below, this Lease lease, and Tenant’s all rights hereunder of Tenant hereunder, are subject and subordinate to all Mortgages ground leases of the land and Superior Leasesbuilding of which the demised premises forms a part (the "Property") now or hereafter existing and to all mortgages or trust deeds or deeds of trust and all renewals, modifications, replacements and extensions thereof; and to all "Spreaders" and consolidations thereof (all of which are hereafter referred to collectively as "Mortgages"), that may now or hereafter affect or encumber all or any portion of Landlord's interest in the Property. At the request This subordination shall apply to each and every advance made, or to be made, under such Mortgages. This paragraph shall be self-operative and no further instrument of any Mortgagee or Lessorsubordination shall be required, however, in confirmation of such subordination, Tenant shall attorn shall, from time to time, execute acknowledge and deliver any instrument that Landlord may, from time to time, reasonably require in order to evidence or confirm such Mortgagee subordination. If Tenant fails to execute, acknowledge or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as deliver any such party succeeds instrument within twenty (20) days after request therefor, Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, which appointment is coupled with an interest, to Landlord’s interest hereunder execute and deliver any such instruments for and on behalf of Tenant. Tenant acknowledges that this lease and the rents due under this lease have been (and, in the future, may be) assigned by Landlord to a Superior Mortgagee (defined below) as Landlordadditional collateral security for the loans secured by the Superior Mortgage (defined below) held by such Superior Mortgagee. Landlord represents Any ground lease to which this Lease is subject and warrants subordinate is hereafter referred to Tenant thatas a "Superior Lease", the Lessor under a Superior Lease is hereinafter referred to as a "Superior Lessor," and the lessee thereunder, a "Superior Lessee" and any Mortgage to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Mortgage" and the holder of the Execution Date, there are no a Superior Leases, Mortgages or Condominium Declarations (Mortgage is hereinafter referred to as hereinafter defined) affecting the Premisesa Superior Mortgagee. (b) In the event that Landlord breaches or otherwise fails to timely perform any of its obligations under this lease, Tenant shall give, by registered or certified mail, return receipt requested, written notice of such alleged breach or default to Landlord and to each Superior Mortgagee and Superior Lessor whose name and address shall previously have been furnished, in writing, to Tenant. Any or all of Landlord, a Superior Mortgagee or Superior Lessor may remedy or cure such breach or default within thirty (30) days following the giving of such notice; provided, however, that said thirty (30) day cure period shall be automatically extended in the event that the breach or default cannot, by its nature, be cured within thirty (30) days and one or more of Landlord, the Superior Mortgagee or the Superior Lessor is diligently proceeding to cure said default. (c) If a any Superior Lessor or Superior Mortgagee (whether by receiver or any other Person otherwise) shall succeed to the rights of Landlord under this Leasehereunder or comes into possession of the Property or any part thereof, whether through possession or foreclosure actionthen, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement party (hereinafter referred to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseas a "Successor Landlord"), Tenant shall be deemed to have attorned attorn to and recognized such successor recognize each Successor Landlord as Tenant's landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative lease and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to further evidence such attornment. Tenant hereby acknowledges that in the event of such succession, then from and after the date on which the Successor Landlord acquires Landlord's rights and interest under this lease (2) setting forth the terms "Succession Date"), the rights and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights remedies available to Tenant under this Lease (by more than a de minimis extent). Upon such attornment, this Lease with respect to any obligations of any Successor Landlord shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all be limited to the equity interest of the terms, conditions Successor Landlord in the Property; and covenants set forth in this Lease except that such successor landlord the Successor Landlord shall not be: (i) be liable for any act act, omission or omission default of Landlord (except or other prior lessor under this lease if and to the extent that such act act, omission or omission continues beyond default occurs prior to the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); Succession Date; (ii) except as required under Paragraphs 49 and Paragraph 9 of this lease, be required to make or complete any tenant improvements or capital improvements or to repair, restore, rebuild or replace the demised premises or any part thereof in the event of damage casualty or condemnation; or (c) be required to pay any amounts to Tenant that are due and payable, under the express terms of this lease prior to the Succession Date. Additionally, from and after the Succession Date. Tenant's obligation to pay the annual rental, rate or additional rent or any other sum due the Landlord under this lease, shall not be subject to any defenseabatement, claim, counterclaimdeduction, set-off or offset which Tenant may have counterclaim against Landlord; provided the Successor Landlord that nothing contained herein arises as a result of, or due to, a default of Landlord or any other lessor that occurs prior to the Succession Date. Moreover, no Successor Landlord shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment advance payments of more than one month’s Rent to the annual rental rate or additional rent or any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with other sum due the Landlord under this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be lease made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound calendar month in which the Succession Date occurs nor by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this LeaseSecurity that is not actually delivered to, and (B) repairs to received by, the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the Successor Landlord. The provisions of this Lease, but only Paragraph 65th(c) shall be self operative upon demand of such Superior Lessor or Superior Mortgage and no further instrument shall be required to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available give effect to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticeprovisions. (cd) Any It is agreed that as to any Superior Mortgage hereafter placed on the demised premises, the subordination provided for above shall extend only to and advances made thereunder under which the Superior Mortgagee may elect that this Lease shall have priority over by agreement in the Superior Mortgage that it holds andor in a separate instrument in form and substance reasonably acceptable to such mortgagee and in such mortgagee's standard form (a "Non- Disturbance Agreement") contracts to the effect that, upon notification to Tenant by such Mortgagee, this Lease if there shall be deemed a foreclosure of its mortgage, such mortgagee will not make Tenant a party defendant to have priority over such Mortgageforeclosure, regardless of the date of evict Tenant, disturb Tenant's possession under this Leaselease or terminate or disturb Tenant's leasehold estate or rights provided under this lease, provided no default beyond any applicable notice and grace has occurred hereunder which remains uncured. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Landlord shall use its reasonable efforts to obtain such a Non-Disturbance Agreement from its present mortgagee. Tenant shall consent to any reasonable modifications bear the cost of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentmortgagee in obtaining such agreement.

Appears in 2 contracts

Samples: Credit Agreement (Firetector Inc), Lease Agreement (Firetector Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Amended and Restated Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Amended and Restated Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Amended and Restated Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Amended and Restated Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be reasonably required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) any of Tenant’s non-Rent other obligations under this Amended and Restated Lease or adversely affect any of Tenant’s rights under this Lease (by more than a de minimis extent)Amended and Restated Lease. Upon such attornment, attornment this Amended and Restated Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Amended and Restated Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (viiii) bound by any modification, amendment or renewal of this Lease made without liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Tenant shall from time to time within 10 days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect or Lessor to confirm any subordination; provided, however, that any obligation of Tenant to enter into any written subordination agreement in favor of a Mortgagee or Lessor with respect to this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Amended and Restated Lease shall be deemed subject to have priority over such Mortgage, regardless the written agreement of the date Mortgagee or Lessor to not disturb Tenant’s right of this Lease. In connection with any financing possession of the Real Property or the Center, or Premises and other rights hereunder upon a foreclosure of the interest subject Mortgage or upon the taking of any action under a Superior Lease such that the lessee under any Superior Lease, Tenant Lessor shall consent succeed to any reasonable modifications the rights of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights Landlord under this Lease other than to a de minimis extentAmended and Restated Lease.

Appears in 2 contracts

Samples: Lease Agreement (Marchex Inc), Lease Agreement (Marchex Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s all rights of Tenant hereunder are will be subject and subordinate to all Mortgages the Prime Lease. In connection with execution of the Prime Lease, Landlord shall obtain for Tenant a subordination, non-disturbance and Superior Leasesattornment agreement (“SNDA”) from the Development Authority on terms reasonably acceptable to Tenant. At Landlord will also obtain an SNDA from the request Development Authority for Hitachi and shall use commercially reasonable efforts to obtain an SNDA from the Development Authority for any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building on the Development Authority’s standard form. Landlord also agrees to enter into an agreement with Hitachi or any Mortgagee other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building, on terms reasonably acceptable to Landlord, not to disturb Hitachi’s or Lessorsuch Permitted User’s possession of the portion of the Premises subleased by Hitachi or such Permitted User in the event of a default by Tenant hereunder and termination of this Lease. Landlord agrees that the Prime Lease SNDA may provide that if Landlord, as lessee, should default beyond applicable notice and cure periods under the Prime Lease, which default results in a termination by the Development Authority of the Prime Lease or would result in an elimination of the Tax Savings for the Property, then, at Tenant’s option, Tenant shall attorn be entitled to such Mortgagee terminate this Lease and enter into a direct lease with the Development Authority for the Premises. Provided Landlord provides Tenant with an SNDA from existing and future mortgagees (including, without limitation, leasehold mortgagees) and holders of superior leasehold interests, reasonably acceptable to Tenant, then Tenant also further agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any other ground or Lessor, its successors underlying lease which may now or hereafter be in interest effect regarding the Property or any purchaser in a foreclosure sale at component thereof, to any mortgage now or hereafter encumbering the Premises or the Property or any component thereof, to all advances made or hereafter to be made upon the security of such time as mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such mortgage, and to any replacements and substitutions for such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesmortgage. (b) If Landlord hereby agrees to obtain for Tenant an SNDA from its current mortgagee, Wachovia Bank, National Association (“Wachovia”), on a Lessor form reasonably acceptable to Tenant, the basic form of which has been and is currently under negotiation between Tenant and Wachovia, and to use commercially reasonable efforts to obtain an SNDA from Wachovia on Wachovia’s standard form for Hitachi for any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building. Landlord also agrees to obtain for Tenant and to use commercially reasonable efforts to obtain for Hitachi and any other Permitted User subleasing in excess of twenty-five percent (25%) of the rentable square feet of the Building, a commercially reasonable SNDA from any future mortgagee (including, without limitation, leasehold mortgagees), including Wachovia and holders of superior leasehold interests, on such lenders’ forms, subject to any modifications reasonably negotiated by Tenant. Tenant, however, upon request of any party in interest, shall execute promptly such instrument or Mortgagee certificates as may be reasonably required to carry out the intent hereof, whether said requirement is that of Landlord or any other Person shall succeed to the rights of Landlord under this Leaseparty in interest, whether through possession or foreclosure actionincluding, or the delivery of a new lease or deedwithout limitation, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Leaseany mortgagee. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions term “mortgage” as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth used in this Lease except that such successor landlord shall not be: (i) liable for includes any act deed to secure debt, security deed, and any deed to any other method of financing or omission of Landlord (except refinancing. The term “mortgagee” as used in this Lease refers to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiholder(s) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested indebtedness secured by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentmortgage.

Appears in 2 contracts

Samples: Standard Industrial Lease Agreement, Standard Industrial Lease (Wells Real Estate Investment Trust Ii Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Concurrently with Landlord’s execution and delivery of this Lease to Tenant, Landlord shall deliver to Tenant a commercially reasonable subordination, nondisturbance, and attornment agreement, substantially in the form attached hereto as Exhibit H (the “SNDA”) in favor of Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to from Landlord’s interest hereunder as Landlordcurrent lender for the Project (the “Existing Mortgage Holder”). Landlord hereby represents and warrants to Tenant that, as of other than the Execution DateExisting Mortgage Holder, there are no Superior Leases, Mortgages additional Lessors or Condominium Declarations (as hereinafter defined) affecting Mortgagees currently holding an interest in the PremisesProject. (b) If a any future Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the such successor landlord and upon such successor landlord’s written agreement to shall accept in writing Tenant’s attornment and to recognize Tenant’s interest under this Lease, and Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 Landlord (other than in connection with a prior casualtyTenant’s right to the Abatement Amount, Landlord’s Contribution or the Renewal Allowance as set forth herein); (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interestinterest (other than in connection with Tenant’s right to the Abatement Amount, Landlord’s Contribution or the Renewal Allowance as set forth herein); (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance repairs, maintenance, replacement or alterations which are required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation to the extent required pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; or (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) Business Days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Mindspeed Technologies, Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this 30.1 This Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, or Lessorlease 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 with respect to any future mortgage, Tenant deed of trust, or lease in which Landlord is tenant, such subordination shall attorn be subject to such Mortgagee or Lessor, its successors in interest or any purchaser in Tenant’s receipt of a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordcommercially reasonable nondisturbance agreement. Landlord represents and warrants to Tenant that, as of that there is not currently any financing encumbering the Project or Building. Not more than thirty (30) days after the Execution Date, there are no Superior LeasesLandlord will obtain from the Ground Lessor under the Ground Lease a Ground Lessor Recognition and Non-Disturbance Agreement in the form attached to this Lease as Exhibit H, Mortgages or Condominium Declarations such other form as is reasonably acceptable to Tenant and the Ground Lessor. Landlord shall be responsible for the cost of recording such Ground Lessor Recognition and Non-Disturbance Agreement, including any transfer or other taxes incurred in connection with such recordation. If Landlord has not obtained a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor within sixty (as hereinafter defined60) affecting days after the PremisesExecution Date, and Landlord does not obtain a Ground Lessor Recognition and Non-Disturbance Agreement within ten (10) business days after receiving a written notice from Tenant (the “NDA Notice”) that Tenant intends to terminate this Lease because Landlord fails to obtain a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor, then Tenant may elect to terminate this Lease by giving written notice to Landlord at any time after the end of such ten (10) business day period, and prior to Landlord obtaining a Ground Lessor Recognition and Non-Disturbance Agreement from the Ground Lessor. The NDA Notice must include the following statement in capital letters and bold face print: IF LANDLORD FAILS TO OBTAIN A GROUND LESSOR RECOGNITION AND NON-DISTURBANCE AGREEMENT FROM THE GROUND LESSOR WITHIN TEN (10) BUSINESS DAYS FOLLOWING LANDLORD’S RECEIPT OF THIS NOTICE, TENANT MAY ELECT TO TERMINATE THE LEASE. (b) If a Lessor or Mortgagee or any other Person shall succeed to 30.2 Notwithstanding the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseforegoing, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any upon demand such further commercially reasonable instrument that such successor landlord may reasonably request (1) or instruments evidencing such attornment, (2) setting forth subordination of this Lease to the terms and conditions lien of Tenant’s tenancy, and (3) containing any such other terms and conditions mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by such Mortgagee or LessorLandlord, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor instrument includes a commercially reasonable nondisturbance agreement. If any such mortgagee, beneficiary or landlord shall not be: under a lease wherein Landlord is tenant (ieach, a “Mortgagee”) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defenseso elects, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageehowever, this Lease shall be deemed prior in lien to have priority over any such Mortgagelease, 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 shall be in Default hereunder. For the date avoidance of doubt, “Mortgagees” shall also include historic tax credit investors and new market tax credit investors. 30.3 Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease. In connection with any Lease or materially adversely affecting Tenant’s quiet enjoyment of the Premises, if required by a Mortgagee incident to the financing of the Real Property or real property of which the CenterPremises constitute a part. 30.4 In the event any proceedings are brought for foreclosure, or in the event of the interest exercise of the lessee power of sale under any Superior Leasemortgage or deed of trust made by Landlord covering the Premises, Tenant shall consent at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent foreclosure or reduce or affect Tenant’s rights sale and recognize such purchaser as Landlord under this Lease other than to a de minimis extentLease.

Appears in 1 contract

Samples: Lease (Silverback Therapeutics, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof10.6, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If Subject to Section 10.6, if a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rentnot, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent obligations or adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission)under this Lease; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee’s or Lessor’s consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant’s initial occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made performed by Landlord after the date of such attornment; and (vii) responsible for any monies (other than overpayments of Tenant’s Tax Payment or Tenant’s Operating Payment) owing by Landlord to Tenant which accrued and relate to any period prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentattornment.

Appears in 1 contract

Samples: Lease Agreement (Greenhill & Co Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept TenantTxxxxx’s attornment and to recognize TenantTxxxxx’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant Txxxxx gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to LandlordLxxxxxxx’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment amendment, or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) business days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Larimar Therapeutics, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are subject and is subordinate to all Superior Leases and Mortgages (defined in Section 24.4), and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall will attorn to such Mortgagee each person or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party entity that succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument provided that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of person or entity agrees in writing not to disturb Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s 's rights under this Lease as long as Tenant is not in default. This Section is self-operative, but if requested to confirm a subordination, non-disturbance and/or attornment, Tenant will execute the form subordination, non-disturbance and attornment agreements furnished by the then-current lessor or mortgagee under any of the Superior Leases and Mortgages (by a "Landlord's Mortgagee") within ten (10) days after request, provided that such agreements are not materially more adverse to Tenant with respect to any of Tenant's substantive rights under this Lease than any (or all) of the forms attached hereto as Exhibit "G." However, if a de minimis extent). Upon such attornmentLandlord's Mortgagee elects in writing, this Lease shall will be superior to its Superior Lease and Mortgage specified, regardless of the date of recording, and Tenant will execute an agreement confirming this election on request. Provided that Tenant does not default, and on the specific written request of Tenant, Landlord will request that the then-current Landlord's Mortgagees offer to execute their then-current standard form subordination, non-disturbance and attornment agreements with Tenant. If for any reason such offers are not extended or such agreements are not signed, it will not be a default by Landlord, this Lease will continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the subject to its terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest Tenant' obligations and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights Liabilities under this Lease other than to a de minimis extentwill not be deemed waived, canceled, reduced , modified, or otherwise affected in any way.

Appears in 1 contract

Samples: Lease (Navisite Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant agrees that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee and all deeds of trust or Lessormortgages (“Mortgages”, Tenant which term shall attorn to such Mortgagee include both construction and permanent financing and all ground or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to other underlying leases from which Landlord’s interest hereunder as title is or hereafter may be derived) that may now or hereafter encumber or otherwise affect the Land or the Building, or Landlord’s leasehold therein, and to any and all renewals, extensions, modifications, recastings or refinancings thereof. Landlord represents further agrees to execute, and warrants use its reasonable efforts to furnish to Tenant that, (promptly as to any existing mortgagee and immediately as to any future mortgagee of the Execution DatePremises) a commercially reasonable non-disturbance agreement in favor of Tenant. If requested by Landlord, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver to Landlord any instrument that certificate or other document evidencing or effecting such successor landlord subordination as Landlord may reasonably request (1) evidencing such attornmentin its sole discretion, (2) setting forth subject to the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except Section 29. Landlord may execute said certificate or other document on behalf of Tenant if Tenant does not execute and deliver to Landlord said certificate or other document within five (5) days after receiving it. Tenant agrees that if any proceedings are brought for the foreclosure of any such successor landlord mortgage or deed of trust, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall not be: (i) liable for any act or omission of Landlord (except attorn to the extent such act or omission continues beyond purchaser, shall recognize the date when such successor purchaser as the landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs shall make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant agrees that if any proceedings are successfully brought for the termination of any ground lease, or if any other remedy is successfully exercised by the ground lessor whereby the ground lessor succeeds to the Premises interest of tenant under the ground leases, Tenant, if required to do so by the ground lessor, shall attorn to the ground lessor, shall recognize the ground lessor as a result the landlord this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off. Tenant waives the provisions of damage by fire any law, statute or regulation, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that such foreclosure or termination or other casualty, proceeding is prosecuted or partial condemnation, pursuant to completed. Anything contained in the provisions of this Lease, but only Section to the extent that such repairs can reasonably be made from contrary notwithstanding, any Mortgagee may at any time subordinate the net proceeds lien of any insurance or condemnation awards actually made available its Mortgage to such successor landlord; or (vi) bound by any modification, amendment or renewal the operation and effect of this Lease made without obtaining the Tenant’s consent of any Lessor or Mortgagee of thereto, by giving the Tenant written notice thereof, in which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, event this Lease shall be deemed to be senior to such Mortgage without regard to their respective dates of execution, delivery and/or recordation among the land records, and thereafter such Mortgagee shall have priority over the same rights as to this Lease as it would have had, were this Lease executed and delivered before the execution of such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease (MPC Corp)

Subordination and Attornment. Tenant shall, subject to a Secured Party delivering to the Tenant a non-disturbance agreement pursuant to which the Lease will continue as long as no Event of Default of Tenant has occurred, provide to any Secured Party an instrument (athe “Subordination Agreement”) Subject in form and content acceptable to Section 11.5 hereof, Secured Party pursuant to which: A. this Lease and Tenant’s rights hereunder are any extensions, renewals, replacements or modifications thereto, and all right and interest of Tenant in and to the Premises and the Leased Property shall be subject and subordinate to such Secured Loan Documents; B. Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all Mortgages of the terms and Superior Leases. At conditions of this Lease for the request balance of the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord; C. If the Secured Party or a Subsequent Owner takes any Mortgagee proceedings in respect of the Premises or Lessorthe Leased Property (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Secured Loan Documents, Tenant shall attorn and be bound to such Mortgagee Secured Party or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Subsequent Owner under all of the Execution Dateterms of this Lease for the balance of the Term thereof remaining, there are no Superior Leasesincluding any renewals and/or extensions, Mortgages with the same force and effect as if Secured Party or Condominium Declarations (as hereinafter defined) affecting a Subsequent Owner were the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord landlord under this Lease, whether through possession and Tenant hereby attorns to Secured Party or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor Subsequent Owner as landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Secured Party or a Subsequent Owner taking possession or control of the Premises or foreclosing under the Secured Loan Documents or otherwise becoming the permittee of the Premises or the owner of the Leased Property, but in each case subject to any conditions or restrictions imposed under or pursuant to the Ground Lease. If Secured Party exercises a power of sale as a result of the occurrence of a default under the Secured Loan Documents, Tenant shall attorn and be deemed bound to have attorned the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and recognized such successor extensions, with the same force and effect as if the Subsequent Owner were the landlord as Landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the Subsequent Owner taking possession of the Premises. The provisions Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Secured Party or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Secured Party or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Lease. Further, but subject to Section 11.2D below, from and after any such attornment, Secured Party or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Article 11 are self-operative Lease and require no further instruments Tenant shall not be disturbed in its rights to give effect heretouse and occupancy under the terms of this Lease; provided, however, that Tenant shall promptly execute and deliver any instrument that Secured Party or such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Subsequent Owner shall not be: (i) liable for any act action or omission of Landlord of, or any payment required to be made by, any prior landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to including Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject bound by any rent which Tenant might have paid for more than the current month to any defense, claim, counterclaim, set-off or offset which Tenant may have against prior landlord (including Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty); (iii) bound by liable for the return or application of any prepayment of more than one month’s Rent security deposits unless Landlord actually delivers such deposits to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthSecured Party; (iv) bound by liable for the cost of any obligation to make any payment to Tenant Improvements which was required to be made prior to the time such successor landlord succeeded to are Landlord’s interestresponsibility; (v) bound by any obligation to perform any work termination, surrender or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire amendment or other casualty, or partial condemnation, pursuant to the provisions modification of this Lease, but only to the extent that such repairs can reasonably be Lease made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlordwithout Secured Party’s written consent; or (vi) bound by subject to any modificationoffsets or deficiencies, amendment which Tenant might be entitled to assert against any prior landlord (including Landlord). D. Notwithstanding the foregoing or renewal of anything else contained herein or elsewhere, Tenant acknowledges and agrees that if Tenant is in default under this Lease made without and there is a foreclosure of the consent Security Instrument (or a deed, vesting order or other conveyance in lieu of any Lessor foreclosure), or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant other exercise by such MortgageeSecured Party (or its successor or assign) of its rights or remedies in connection with which title or possession of the Ground Lease or the Leased Property, or any portion thereof is transferred to the Secured Party (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Secured Party (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease shall may or may not be deemed to have priority over such Mortgage, regardless of terminated in the date of this Lease. In connection with any financing of the Real Property Secured Party’s or the Center, Subsequent Owner’s Sole Discretion. If the Secured Party or of the interest of the lessee under any Superior Subsequent Owner elects to terminate this Lease, Tenant shall consent first assign all of its right, title and interest in any subleases to any reasonable modifications the Secured Party or Subsequent Owner at no cost to the Secured Party or Subsequent Owner and comply with the balance of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLease.

Appears in 1 contract

Samples: Sublease Agreement (CNL Income Properties Inc)

Subordination and Attornment. Tenant shall provide to any Mortgagee an instrument (the “Subordination Agreement”) in form and content acceptable to Mortgagee pursuant to which: (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are any extensions, renewals, replacements or modifications thereto, and all right and interest of Tenant in and to the Leased Property, shall be subject and subordinate to such Mortgage Loan Documents; (b) Tenant shall be obligated to each of the Subsequent Owners (as defined below) to perform all Mortgages of the terms and Superior Leases. At conditions of this Lease for the request balance of any the remaining Term hereof, with the same force and effect as if such Subsequent Owner were Landlord; (c) If the Mortgagee or Lessora Subsequent Owner takes any proceedings in respect of the Leased Premises (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Mortgage Loan Documents, Tenant shall attorn and be bound to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as Subsequent Owner under all of the Execution Dateterms of this Lease for the balance of the Term thereof remaining, there are no Superior Leasesincluding any renewals and/or extensions, Mortgages or Condominium Declarations (with the same force and effect as hereinafter defined) affecting the Premises. (b) If a Lessor or if Mortgagee or any other Person shall succeed to a Subsequent Owner were the rights of Landlord landlord under this Lease, whether through possession and Tenant hereby attorns to Mortgagee or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor Subsequent Owner as landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon the Mortgagee or a Subsequent Owner taking possession or control of the Leased Property or foreclosing under the Mortgage Loan Documents or otherwise becoming the owner of the Leased Premises. If Mortgagee exercises a power of sale as a result of the occurrence of a default under the Mortgage Loan Documents, Tenant shall attorn and be deemed bound to have attorned the Subsequent Owner pursuant to such power of sale under all of the terms of this Lease for the balance of the Term hereof remaining, including any renewals and recognized such successor extensions, with the same force and effect as if the Subsequent Owner were the landlord as Landlord under this Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of the purchaser or Tenant, immediately upon the Subsequent Owner taking possession of the Leased Premises. The provisions Tenant also agrees, however, to execute and deliver at any time and from time to time, upon the request of Mortgagee or any such Subsequent Owner: (a) any instrument or certificate which, in the reasonable judgment of Mortgagee or such Subsequent Owner may be necessary or appropriate to evidence such attornment, and (b) an up to date estoppel certificate in form and substance consistent with this Agreement. Further, but subject to section 11.2(d) below, from and after any such attornment, Mortgagee or such a Subsequent Owner shall be bound to Tenant under all of the terms, covenants and conditions of this Article 11 are self-operative and require no further instruments to give effect heretoLease; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Subsequent Owner shall not be: (i) liable for any act action or omission of Landlord of, or any payment required to be made by, any prior landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to including Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject bound by any rent which Tenant might have paid for more than the current month to any defense, claim, counterclaim, set-off or offset which Tenant may have against prior landlord (including Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty); (iii) bound by liable for the return or application of any prepayment of more than one month’s Rent security deposits unless Landlord actually delivers such deposits to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthMortgagee; (iv) bound by liable for any obligation to make any payment to Tenant Capital Improvements which was required to be made prior to the time such successor landlord succeeded to are Landlord’s interestresponsibility; (v) bound by any obligation to perform any work termination, surrender or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire amendment or other casualty, or partial condemnation, pursuant to the provisions modification of this Lease, but only to the extent that such repairs can reasonably be Lease made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlordwithout Mortgagee’s written consent; or (vi) bound by subject to any modificationoffsets or deficiencies, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticemight be entitled to assert against any prior landlord (including Landlord). (cd) Any Mortgagee may elect Notwithstanding the foregoing or anything else contained herein or elsewhere, Tenant acknowledges and agrees that this Lease shall have priority over in the event that an “Event of Default” occurs under the Mortgage that it holds andLoan Documents, upon notification to Tenant an Event of Default occurs hereunder, there is a foreclosure of the Mortgage (or a deed, vesting order or other conveyance in lieu of foreclosure), or other exercise by such MortgageeMortgagee (or its successor or assign) of its rights or remedies in connection with which title or possession of the Leased Property is transferred to the Mortgagee (or its designee) or to a purchaser at foreclosure or to a subsequent purchaser from the Mortgagee (or from its designee) (all of the foregoing shall collectively be referred to as “Subsequent Owners”), this Lease shall may or may not be deemed to have priority over such Mortgage, regardless of terminated in the date of this Lease. In connection with any financing of the Real Property Mortgagee’s or the Center, Subsequent Owner’s sole and absolute discretion. If the Mortgagee or of the interest of the lessee under any Superior Subsequent Owner elects to terminate this Lease, Tenant shall consent first assign all of its right, title and interest in each of the Space Leases to any reasonable modifications the Mortgagee or Subsequent Owner at no cost to the Mortgagee or Subsequent Owner and comply with the balance of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLease.

Appears in 1 contract

Samples: Master Lease Agreement (CNL Income Properties Inc)

Subordination and Attornment. (a) Subject This Lease and the Tenant's rights hereunder are, and will at all times be, subordinate to Section 11.5 hereofany and all ground or underlying leases, 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 renewals or extensions thereof from time to time in existence against the Lands and the Building (or part thereof) (collectively, the "Encumbrances"). Upon request, the Tenant will subordinate this Lease and Tenant’s all of its rights hereunder are subject and subordinate in such form as the Landlord requires to all Mortgages and Superior Leases. At any Encumbrance and, if requested, the request Tenant will attorn to the holder of any Mortgagee such Encumbrance (the "Encumbrancer") or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the PremisesOwner. (b) If a Lessor or Mortgagee The Tenant will, if possession is taken under, or any other Person shall succeed proceedings are brought for possession under or the foreclosure of, or in the event of the exercise of the power of sale under, any Encumbrance, attorn to the rights of Encumbrancer or the purchaser upon any such foreclosure, sale or other proceeding and recognize the Encumbrancer or the purchaser as the Landlord under this Lease. (c) Upon the written request of the Tenant, whether through the Landlord shall use its reasonable efforts to obtain at the Tenant's expense an agreement from the permanent financing Mortgagee(s) of the Building to the effect that upon the execution and delivery by the Tenant to the Landlord of the Lease, if the Tenant shall pay the Rent and comply with all terms and conditions contained in the Lease and attorn to the permanent financing Mortgagee(s), the Tenant shall be permitted to remain in quiet possession of the Leased Premises without interruption or foreclosure actiondisturbance from the permanent financing Mortgagee(s); or, or at the delivery option of the permanent financing Mortgagee(s), shall be entitled to obtain a new lease or deed, then at for the request unexpired Term of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to on the same terms and recognized such successor landlord conditions as Landlord under this contained in the Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall (i) promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions documents as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and Landlord to give effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest foregoing, and Tenant gives notice of such act or omission); (ii) subject to any defenseindemnify the Landlord from and against all costs, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 including legal costs incurred by the Landlord in connection with a prior casualty; (iii) bound by obtaining and preparing any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticedocuments. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (Geac Computer Corp LTD)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, and Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time sale; provided, however, as a condition to Tenant’s agreement to subordinate Tenant’s interest in this Lease to the lien of any Mortgage and/or any Superior Lease Tenant shall receive from each Mortgagee or Lessor, an agreement (any such party succeeds agreement, a “Non-Disturbance Agreement”), in the standard form customarily employed by such Mortgagee or Lessor (which conforms to Landlord’s interest the provisions of this Article 9 and is otherwise reasonably satisfactory to Tenant), pursuant to which such Mortgagee or Lessor shall agree that, if and so long as no Event of Default hereunder as Landlord. Landlord represents shall have occurred and warrants be continuing, the leasehold estate granted to Tenant thatand the rights of Tenant pursuant to this Lease shall not be terminated, modified, affected or disturbed by any action which such Mortgagee may take to foreclose any such Mortgage or which such Lessor shall take to terminate such Superior Lease, as applicable, and that the successor landlord (whether Mortgagee, its nominee or designee, any purchaser at a foreclosure sale, or such other person, or such person’s successors or assigns, or designee, together with the successors and assigns of such successor landlord, “Successor Landlord”) shall recognize this Lease as being in full force and effect as if it were a direct lease between such Successor Landlord and Tenant upon all of the Execution Dateterms, there are no Superior Leasescovenants, Mortgages or Condominium Declarations (conditions and options granted to Tenant under this Lease, except as hereinafter definedotherwise provided in Section 9.1(b) affecting the Premiseshereof. (b) If a Lessor or Mortgagee or any other Person Successor Landlord shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord Successor Landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or LessorSuccessor Landlord, provided such terms and conditions do instrument does not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease Lease, except that such successor landlord Successor Landlord shall not be: (i) liable for any act or omission of any prior landlord (including, without limitation, the then defaulting Landlord), except that, nothing in the Non-Disturbance Agreement shall relieve Successor Landlord from the obligation to cure any ongoing default of Landlord’s management, operation, maintenance, repair and replacement default under this Lease which is continuing on the date on which such succession occurs, provided that (except and on the condition that) (i) Successor Landlord received written notice thereof and (ii) Successor Landlord’s obligation to cure such default shall be limited solely to performing the ongoing management, operation, maintenance, repair and replacement obligations as required pursuant to the extent terms of this Lease (and in no event shall Successor Landlord have any other liability or obligation with respect to such act default or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionbe liable for any damages in connection therewith); (ii) subject to any defenseabatement, claim, counterclaim, set-off defense or offset offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant ), except if such abatement or offset (but not defense) is expressly set forth in this Lease, and if such abatement or offset is due to a continuing abatement pursuant default by the then landlord, and Lender (and Successor Landlord, as applicable) has received prior written notice and opportunity to Article 14 cure such default as set forth in connection with a prior casualtythe Non-Disturbance Agreement; (iii) obligated to cure any defaults of any prior landlord (including, without limitation, Landlord) which occurred, or to make any payment to Tenant which was required to be paid by any prior landlord (including, without limitation, Landlord), prior to the date of attornment, except defaults (y) in the ongoing maintenance and repair obligations of Landlord under this Lease and (z) of Landlord’s obligations to construct and complete the Base Building Work and Landlord’s Work as set forth in Article 4 of this Lease, provided that, in each case, Mortgagee (and Successor Landlord, as applicable) has received prior written notice and opportunity to cure such default as set forth in the Non-Disturbance Agreement. (iv) bound by any prepayment payment of rent or additional rent which Tenant might have paid for more than one month’s Rent month in advance of the due date under this Lease to any prior landlord except for Additional Rent on account of Taxes orLandlord (including, if applicablewithout limitation, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monththe then defaulting Landlord); (ivv) bound by any obligation to make any payment to Tenant which was required to be made prior to on the time date on which such successor landlord succeeded to Landlord’s interestsuccession occurs; (vvi) bound liable, responsible or accountable for any monies deposited with any prior Landlord (including security deposits), whether or not still held by any obligation to perform any work or to make improvements such prior landlord, except to the Premises except extent such monies are actually received by Mortgagee or such Successor Landlord (as applicable) for (A) repairs and maintenance required to be made by its own account as the Landlord landlord under this LeaseLease as security for the performance of Tenant’s obligation under this Lease (which deposit shall, and (B) repairs to the Premises as a result of damage by fire or other casualtynonetheless, or partial condemnation, pursuant be held subject to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord); or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (CRISPR Therapeutics AG)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlordsale. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Building Lease Agreement (PMC Sierra Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds sale. Landlord shall use commercially reasonable efforts to deliver to Tenant a subordination, nondisturbance and attornment agreement from Landlord’s interest hereunder current and all future Mortgagees and Lessors on each such Mortgagee’s or Lessor’s standard form (an “SNDA”), which form shall be in a commercially reasonable form and which form shall be modified to address any Lease-specific provisions as such Mortgagee or Lessor might reasonably require; provided, however, with respect to any future Mortgagee(s), such subordination shall not be effective until a commercially reasonable SNDA modified as set forth above has been executed by the Mortgagee and delivered to Tenant. If Landlord fails to deliver to Tenant an SNDA from Landlord’s current Mortgagee within thirty (30) days after the Effective Date (the “SNDA Period”), Tenant, as Tenant’s sole remedy, shall have the right to terminate this Lease during the fifteen (15) day period immediately following the SNDA Period by delivering written notice to Landlord of such termination. If Tenant fails to terminate this Lease during such fifteen (15) day period, then Landlord’s obligation to obtain an SNDA from Landlord’s current Mortgagee as set forth herein shall be deemed null and void and Landlord shall have no further obligation to obtain an SNDA from Landlord’s current Mortgagee. Landlord represents and warrants to Tenant that, that there is no Superior Lease as of the Execution Effective Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser at a foreclosure sale under the Mortgage, any transferee which acquires the Project by deed in lieu of foreclosure, and the successors and assigns of such purchaser(s) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept TenantXxxxxx’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant Xxxxxx gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off then existing monetary claim or offset counterclaim which Tenant may have against Landlord (except with respect to any unfunded amounts due and payable as part of Landlord’s Contribution); provided provided, however, that nothing contained herein Tenant shall be deemed to impair retain any right to offset or xxxxx its rental obligations to the extent previously exercised and/or available to Tenant under the terms of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtythis Lease; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interestinterest (except with respect to any unfunded amounts due and payable as part of Landlord’s Contribution); provided, however, that Tenant shall retain any right to offset or xxxxx its rental obligations to the extent previously exercised and/or available to Tenant under the terms of this Lease; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but with respect to repairs referenced in clause (y) only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; orprovided, however, that Tenant shall retain any right to offset or xxxxx its rental obligations to the extent previously exercised and/or available to Tenant under the terms of this Lease; (vi) bound by any modification, amendment amendment, or renewal of this Lease made without successor landlord’s consent (but only to the extent such consent was required under the terms of the Mortgage and Tenant was notified in writing as to the existence of such Mortgage); or (vii) liable for the repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect that or Lessor to confirm any subordination. (d) The foregoing notwithstanding, if a Lessor or Mortgagee or any other person or entity shall succeed to the rights of Landlord under this Lease shall have priority over Lease, whether through possession or foreclosure action or the Mortgage that it holds anddelivery of a new lease or deed and such Lessor, upon notification to Tenant by such Mortgagee, this Lease person or entity is the beneficiary under an SNDA with Tenant, clauses (i) — (vii) of Section 9.1(b) shall be deemed to have priority over not apply and such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant SNDA shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentgovern.

Appears in 1 contract

Samples: Deed of Lease (Carlyle Group L.P.)

Subordination and Attornment. (a) Subject to Section 11.5 hereofThis Lease, this Lease and Tenant’s all rights hereunder of Tenant hereunder, are and shall be subject and subordinate to all Mortgages ground leases, overriding leases and Superior Leasesunderlying leases of the land and the building of which the Premises form apart, now or hereafter existing and to all mortgages (including modifications, consolidations, spreaders and renewals thereof) which may now or hereafter affect the land and/or the building of which the Premises form a part or any such lease and to the Declaration and the By-Laws of the Condominium, This subordination shall be self-operative and no further instrument of subordination shall be required. At the request In confirmation of any Mortgagee or Lessorsuch subordination, Tenant shall attorn promptly execute, acknowledge and deliver any instrument that Landlord may reasonably request to evidence such Mortgagee or Lessor, its successors in interest or subordination. Any lease to which this Lease is subject and subordinate is herein referred to as a "SUPERIOR LEASE" and the lessor of a Superior Lease is herein referred to as a "SUPERIOR LESSOR," and any purchaser in mortgage to which this Lease is subject and subordinate is herein referred to as a foreclosure sale at such time "SUPERIOR MORTGAGE," and the holder of a Superior Mortgage is herein referred to as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesa "SUPERIOR MORTGAGEE." (b) If a any Superior Lessor or Superior Mortgagee or any other Person shall succeed to the rights of Landlord under this Leasehereunder, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then then, at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseparty (A "SUCCESSOR LANDLORD"), Tenant shall be deemed to have attorned attorn to and recognized such successor recognize each Successor Landlord as Tenant's landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative Lease and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly within ten (10) days after request by such Successor Landlord execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to confirm such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord Successor Landlord and Tenant upon on all of the terms, conditions conditions, and covenants as set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (Radiation Therapy Services Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-self- operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the RentRent or, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent 's other obligations or adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (under this Lease except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission)omission to such successor landlord; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee's or Lessor's consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s 's Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant's occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound performed by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of after the date of this Lease. In connection with such attornment; and (vii) responsible for any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations monies (other than overpayments of Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease (Greenhill & Co Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereofThis Lease, this Lease and Tenant’s all rights hereunder of Tenant hereunder, are and shall be subject and subordinate to all Mortgages ground leases, overriding leases and Superior Leasesunderlying leases of the land and the building of which the Premises form a part, now or hereafter existing and to all mortgages (including modifications, consolidations, spreaders and renewals thereof) which may now or hereafter affect the land and/or the building of which the Premises form a part or any such lease and to the Declaration and the By-Laws of the Condominium. At the request This subordination shall be self-operative and no further instrument of any Mortgagee or Lessorsubordination shall be required. In confirmation of such subordination, Tenant shall attorn promptly execute, acknowledge and deliver any instrument that Landlord may reasonably request to evidence such Mortgagee or subordination. Any lease to which this Lease is subject and subordinate is herein referred to as a “Superior Lease” and the lessor of a Superior Lease is herein referred to as a “Superior Lessor, its successors in interest or ,” and any purchaser in mortgage to which this Lease is subject and subordinate is herein referred to as a foreclosure sale at such time “Superior Mortgage,” and the holder of a Superior Mortgage is herein referred to as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no a “Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the PremisesMortgagee. (b) If a any Superior Lessor or Superior Mortgagee or any other Person shall succeed to the rights of Landlord under this Leasehereunder, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then then, at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseparty (a “Successor Landlord”), Tenant shall be deemed to have attorned attorn to and recognized such successor recognize each Successor Landlord as Tenant’s landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative Lease and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly within ten (10) days after request by such Successor Landlord execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to confirm such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord Successor Landlord and Tenant upon on all of the terms, conditions conditions, and covenants as set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (Radiation Therapy Services Holdings, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Cereplast Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord party succeeding to Landlord's rights and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as the Landlord under this Lease. The provisions of this Article 11 are self-operative and require requiring no further instruments to give effect heretothereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not benot: (i) be liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) be subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) be bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) be bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) be bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required pursuant to be made by the Landlord under provisions of this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (Martha Stewart Living Omnimedia Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights and the rights of any Tenant Party hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, do not increase (by more than a de minimis extent) Tenant’s non-Rent obligations except to a de minimis extent or adversely affect Tenant’s rights under this Lease (by more than except to a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one (1) month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice; or (vii) obligated to return any security deposit not actually received by any successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the CenterProperty, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institutionlender, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than except to a de minimis extent extent, or reduce or adversely affect Tenant’s rights under this Lease other than except to a de minimis extent. Upon notice to Tenant from any Mortgagee or Lessor that Landlord’s license to collect Rent has been revoked, Tenant shall be authorized to pay Rent to such Mortgagee or Lessor, as the case may be.

Appears in 1 contract

Samples: Lease Agreement (Pzena Investment Management, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 SECTION 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any an instrument consistent with that required by SECTION 9.6 that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than Tenant's other obligations beyond a de minimis extent or materially and adversely affect Tenant's rights under this Lease beyond a de minimis extent or materially decrease Landlord's obligations hereunder beyond a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyLandlord except as otherwise expressly set forth herein; (iiiC) bound by any prepayment of Rent more than one month’s Rent month in advance of its due date to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest's interest other than Landlord's Contribution, if any; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without such Mortgagee's or Lessor's consent; or (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease (Franklin Resources Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereofand expressly conditioned on the applicable Lender’s execution and delivery to Tenant of a subordination, non-disturbance, and attornment agreement in substantially the form attached hereto as Schedule 17.1, or in such other form as may be reasonably acceptable to Tenant (“SNDA”): (i) this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request lien of any Mortgagee mortgage, deed of trust, ground lease, or Lessorother security instrument that may now or hereafter encumber the Premises (each, a “Mortgage”), and to all funds and indebtedness intended to be secured thereby, as such Mortgage may be renewed, extended, modified, or refinanced, and (ii) in the event the Premises or Landlord’s interest therein is transferred by foreclosure, or by deed in lieu of foreclosure, of any Mortgage, Tenant shall attorn to such Mortgagee transferee. Notwithstanding the foregoing, any holder of a Mortgage to which this Lease is subordinate (a “Lender”) may elect to declare this Lease to be superior to the lien of such Mortgage. Tenant agrees to execute and return the SNDA within 5 Business Days of presentment of same by Landlord or LessorLender, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to and within 5 Business Days of Landlord’s interest hereunder as Landlord. receipt of the executed SNDA from Lender, Landlord represents and warrants shall deliver to Tenant thatthe SNDA executed by Landlord and Lender. Tenant hereby irrevocably and unconditionally appoints Landlord as Tenant’s true and lawful attorney-in-fact, as to execute the SNDA in Tenant’s name, place, and stead if Tenant fails to do so within the above-referenced 5 Business Day period, which failure is not cured within 5 Business Days after notice from Landlord to Tenant. This power of attorney is coupled with an interest and is irrevocable prior to the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesfull performance of Tenant’s obligations hereunder. (b) If a Lessor Tenant waives the provisions of any statute or Mortgagee rule of law now or hereafter in effect which may give or purport to give Tenant any other Person shall succeed right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the rights event any foreclosure proceeding is prosecuted or completed or in the event the Premises or Landlord’s interest therein is transferred by foreclosure, by deed in lieu of Landlord under this Lease, whether through possession foreclosure or foreclosure action, or the delivery otherwise. Within five (5) days of a new lease or deed, then at the written request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leasetransferee, Tenant shall be deemed attorn to have attorned to such transferee and recognized shall recognize such successor transferee as the landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, Tenant agrees that Tenant shall promptly execute and deliver upon any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord transferee shall not be: be (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment payment of the Base Rent or Additional Rent more than one month’s Rent to any prior landlord month in advance, except prepayments in the nature of security for Additional Rent on account the performance by Tenant of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord its obligations under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available prepayments have been delivered to such successor landlord; or transferee, (viii) bound by any modification, amendment or renewal of this Lease made without the written consent of any Lessor Lender existing as of the date of such amendment, other than any amendments memorializing Tenant’s unilateral exercise of any of its express rights in the Lease (including, without limitation, any renewal options), (iii) liable for damages for any breach, act or Mortgagee omission of any prior landlord, or (iv) subject to any offsets or defenses which Tenant has been provided noticemight have against any prior landlord; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform in accordance with the terms of this Lease all obligations of Landlord arising after the date of transfer. (c) Any Mortgagee may elect that Notwithstanding anything to the contrary contained in this Lease shall have priority over Section 17.1, in the Mortgage that it holds andevent of any conflict between the terms of any SNDA entered into in accordance with Section 17.1(a) above and the terms of Section 17.1(b) above, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless the terms of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant SNDA shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentcontrol.

Appears in 1 contract

Samples: Lease Agreement (Andina II Holdco Corp.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof9.6 below, this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly within 10 Business Days of request from Landlord execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing and confirming such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3ii) containing such other terms and conditions as may be reasonably required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or adversely affect materially diminish Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided notice.any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (cviii) Any Mortgagee may elect that this Lease shall have priority over liable for the Mortgage that it holds andpayment of any unfunded tenant improvement allowance, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property refurbishment allowance or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentsimilar obligation.

Appears in 1 contract

Samples: Lease Agreement (Inphi Corp)

Subordination and Attornment. 22.1 This Lease and all rights of Tenant in the Premises are and shall be subject and subordinate in all respects to (a) Subject all Superior Mortgages, (b) each and every advance to Section 11.5 hereofbe made under any Superior Mortgage and (c) all renewals, this Lease modifications, replacements, substitutions, extensions, spreaders and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request consolidations of any Superior Mortgage. The provisions of this Section 22.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, without charge, an instrument, in recordable form, that Landlord or a Superior Mortgagee may reasonably request to evidence such subordination. 22.2 If any Superior Mortgagee shall become the owner of the Premises as a result of foreclosure of its Superior Mortgage or Lessorthrough a deed in lieu of foreclosure, or as a Superior Mortgagee in possession, then (i) Tenant shall attorn to such and recognize the Superior Mortgagee or Lessoras Tenant's Landlord under this Lease, upon and subject to the then-executory terms and conditions of this Lease and (ii) provided Tenant is not in default beyond any applicable notice and cure periods of any of its successors in interest or any purchaser obligations under this Lease, the Superior Mortgagee shall agree (A) not to disturb Tenant (it being agreed that naming Tenant as a defendant in a foreclosure sale at action for procedural purposes only shall not be deemed a disturbance of Tenant), (B) to recognize Tenant as tenant under all of the then-executory terms and conditions of this Lease and (C) not to reduce any of Tenant's rights or increase any of Tenant's obligations under this Lease (and the Superior Mortgagee and Tenant shall execute and deliver any instrument reasonably requested by the other to evidence such time as any such party succeeds to Landlord’s interest hereunder as Landlordattornment, non-disturbance, recognition and agreement). Landlord represents and warrants to Tenant The foregoing provisions shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the Execution Date, there are foreclosure of any Superior Mortgage; shall be self-operative upon any such demand; and no further instrument shall be required to give effect to said provisions. Tenant agrees that no Superior LeasesMortgagee or purchaser at a foreclosure sale shall be (a) liable for any previous act or omission of Landlord, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor subject to any counterclaim, defense or offset which shall have accrued to Tenant against Landlord, or (c) bound by any previous modification of this Lease or by any prepayment of more than one month's Fixed Rent, unless such modification or prepayment shall have been approved in writing by the Superior Mortgagee through or any other Person by reason of which such purchaser shall succeed have succeeded to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be:. (i) liable for 22.3 If any act or omission by Landlord shall give Tenant the right to terminate this Lease or to claim a partial or total eviction or abatement of Landlord rent, Tenant will not exercise any such right until (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives a) it has given notice of such act or omission); omission to all Superior Mortgagees, addressed to such Superior Mortgagees at the last addresses furnished to Tenant and (iib) subject a period of 30 days for remedying such act or omission shall have elapsed following the giving of such notice during which no such Superior Mortgagee shall have commenced and continued to any defenseremedy such act or omission or to cause the same to be remedied, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein within such 30-day period such Superior Mortgagee shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment have delivered to Tenant which was required its written agreement to commence to remedy such act or omission or to cause the same to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticeremedied. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Agreement (American Tissue Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Landlord represents that the Project is currently not encumbered by any Encumbrances as of the Lease Date. This Lease and all of Tenant’s rights hereunder are subject and shall be automatically subordinate to any and all Mortgages Encumbrances, to all renewals, modifications, consolidations, replacements and Superior Leases. At extensions thereof, and to any and all advances made or hereafter made on the request security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, that, so long as Tenant is not in default under the Lease beyond any applicable cure period, its right to possession and the other terms of the Lease shall remain in full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Mortgagee Encumbrance and the subordination of this Lease to any future Encumbrance shall be subject to Tenant’s receipt of a commercially reasonable nondisturbance agreement from the Encumbrancer. If any proceeding is brought for the foreclosure of any such Encumbrance (or Lessorif by deed in lieu of foreclosure the Property is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), then (i) Tenant shall attorn, without any deductions or set-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor) and (ii) Tenant shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, provided that such Encumbrancer agrees not to disturb Tenant’s possession of the Premises so long as Tenant is not in default under this Lease beyond any applicable cure period. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance; provided, that, such instrument or Lessorassurance shall provide that so long as Tenant is not in default under the Lease beyond any applicable cure period, its successors right to possession and the other terms of the Lease shall remain in interest full force and effect notwithstanding any foreclosure, deed-in-lieu of foreclosure or other exercise of remedies by the holder of any Encumbrance. Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord under this Lease (except to the extent such act for any acts or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest omissions of which Encumbrancer had received notice in writing, and Tenant gives notice of such act or omissionare continuing); , (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against Landlord; provided that nothing contained herein shall be deemed to impair any right prior Landlord (except for any offsets or defenses of Tenant to a continuing abatement pursuant to Article 14 which Encumbrancer had received notice in connection with a prior casualty; writing, and are continuing), (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent the current month to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound by liable for any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Deposit or Letter of Credit (veach as defined below) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards not actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant received by such Mortgagee, this Lease shall Encumbrancer. Tenant agrees that the foregoing list may be deemed to have priority over such Mortgage, regardless of the date of this Lease. In expanded in connection with any financing the execution of the Real Property or the Centera subordination, or of the interest of the lessee under any Superior Leasenon-disturbance and attornment agreement by and among Landlord, Tenant shall consent and Encumbrancer, to any include additional commercially reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase limitations on the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentEncumbrancer's liability.

Appears in 1 contract

Samples: Office Lease (iRhythm Technologies, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant accepts this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages any mortgage, deed of trust or other mortgage, deed of trust or other lien presently existing or hereafter placed upon the Leased Premises and Superior Leases. At to any renewals and extensions thereof; provided that such subordination is expressly contingent upon the request execution of a nondisturbance agreement by any holder of any mortgage or other lien upon the Leased Premises but Tenant agrees that any mortgagee and/or beneficiary of any such deed of trust or other lien ("Landlord's Mortgagee") and/or Landlord shall have the right (but shall not be obligated) at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as Landlord's Mortgagee or Lessormay deem appropriate in its discretion. Upon demand, Tenant agrees to execute such further instruments subordinating this Lease, as Landlord's Mortgagee shall attorn to such Mortgagee or Lessorrequest, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds form satisfactory to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises's Mortgagee. (b) If a Lessor mortgagee or Mortgagee other lienholder or any other Person purchaser acquires the Leased Premises as a purchaser at a foreclosure sale (any such mortgagee or other lienholder or purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then Tenant shall succeed (at the sole and absolute election of the Purchaser at Foreclosure) thereafter remain bound to the rights terms of Landlord under this Lease, whether through possession or foreclosure action, or Lease to the delivery of same effect as if a new lease or deedand identical Lease between the Purchaser at Foreclosure, then as Landlord, and Tenant, as Tenant, had been entered into for the remainder of the Term of the Lease in effect at the request time of the successor landlord and upon such successor landlord’s written agreement foreclosure. Tenant shall, on request, execute any certificate or instrument necessary or desirable further to accept Tenant’s attornment and confirm a Purchaser at Foreclosure's election to recognize Tenant’s interest under continue (or discontinue) the Lease in effect after foreclosure, as above provided. If the Purchaser at Foreclosure elects to continue this Lease, Tenant shall be deemed attorn and pay rent to have attorned the Purchaser at Foreclosure as if that party were a signatory to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to "Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice". (c) Any Mortgagee may elect In the event that this Lease Tenant shall have priority over the Mortgage that it holds and, upon notification fail to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with execute any financing of the Real Property instrument described in (a) or the Center, or of the interest of the lessee under any Superior Lease(b) above promptly as requested, Tenant shall consent hereby irrevocably constitutes Landlord as Tenant's attorney-in-fact to any reasonable modifications of this Lease requested execute such instrument in Tenant's name, place and stead, it being stipulated by any lending institutionLandlord and Tenant that such agency is coupled with an interest in Landlord and is, provided such modifications do not increase the Rentaccordingly, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentirrevocable.

Appears in 1 contract

Samples: Release and Settlement Agreement (North American Gaming & Entertainment Corp)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, or otherwise, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned attornment to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s 's tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s 's non-Rent obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest, excepting only the obligation of Landlord to provide Landlord's Contribution in accordance with the terms of this Lease; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institutionlender, provided such modifications do not increase the Rent, materially increase Tenant’s 's non-Rent obligations other than to a de minimis extent or reduce or materially and adversely affect Tenant’s 's rights under this Lease other than to a de minimis extentLease.

Appears in 1 contract

Samples: Lease (Sports Club Co Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (E2open Inc)

Subordination and Attornment. 18.1 Notwithstanding anything contained herein to the contrary, Lessor’s fee interest shall be superior to any leasehold mortgage or deed of trust on the Bond Financed Property, and such leasehold mortgage or deed of trust shall take subject to same with the intent of the parties being that a foreclosure of the leasehold mortgage or deed of trust shall in no event eliminate Lessor’s fee interest. In addition, any leasehold mortgage or deed of trust shall survive the termination of the Lease provided that the leasehold mortgagee or deed of trust trustee or beneficiary or any designator successor (athe “Successor”) Subject affirmatively assumes all Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Section 11.5 hereof, this Lease and TenantLessee’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request interest; provided that enforcement of any Mortgagee obligations of the Trustee as Successor shall be limited to the Trustee’s interest in property subject to the deed of trust and to the Trust Estate (as defined in the Indenture) and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the Bond Financed Property (in Lessor’s sole discretion), and the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to Lessor by the Successor within ten (10) days after written request from Lessor. If the Successor fails to expressly assume in writing one hundred twenty (120) days after succeeding to Lessee’s interest this Facilities Lease shall automatically terminate. As a material condition to Lessee’s execution of this Facilities Lease, upon its execution of this Facilities Lease, Lessee shall provide Lessor with an executed Memorandum of Lease in form and substance acceptable to Lessor (the “Memorandum”) to be executed by Lessee and Lessor, Tenant which will be recorded in the real estate records in the county in which the Bond Financed Property are located at Lessee’s expense. The Memorandum will contain the following provisions: “Lessee agrees that upon expiration or any proper termination of the Facilities Lease, it will release this Memorandum (and the Facilities Lease) of record, and further agrees that if such written termination or release is not filed of record with thirty (30) days after such expiration or termination, then Lessor is hereby authorized to execute on behalf, and in the name, of Lessee any such release and record the same in the public records at Lessee’s expense. This power in favor of Lessor is coupled with an interest and is not revocable by Lessee.” The Memorandum will be recorded by Lessee at its expense within five (5) days following the initial execution hereof and any final completion of Exhibit A and approval thereof by Lessor and promptly released by Lessee, at is expense, after expiration or termination of this Facilities Lease. 18.2 Should Lessor sell, convey or transfer its interest in the Bond Financed Property, then such party shall be substituted herein as Lessor and Lessee shall attorn to such Mortgagee or Lessor, succeeding party as its successors in interest or any purchaser in a foreclosure sale at such time as Lessor under this Facilities Lease promptly upon any such succession, provided that such succeeding party succeeds assumes all of Lessor’s duties and obligations under this Facilities Lease and agrees not to Landlorddisturb Lessee’s leasehold interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a Section 18.2 as long as an Event of Default has not occurred and is not continuing beyond any grace or cure period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticehereunder. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease and Development Agreement (Fortress Transportation & Infrastructure Investors LLC)

Subordination and Attornment. 18.1. Notwithstanding anything contained herein to the contrary, Lessor’s ownership interest in the Tax-Exempt Facilities shall be superior to any leasehold mortgage or deed of trust on the Tax-Exempt Facilities (aincluding the Deed of Trust), and such leasehold mortgage or deed of trust shall take subject to same with the intent of the parties being that a foreclosure of such leasehold mortgage or deed of trust shall in no event eliminate Lessor’s ownership interest. In addition, any such leasehold mortgage or deed of trust shall survive the termination of the Facilities Lease (including, without limitation, a rejection of this Facilities Lease in a bankruptcy or other insolvency proceeding) Subject provided that such leasehold mortgagee or deed of trust trustee or beneficiary or any designator successor (the “Successor”) affirmatively assumes all of Lessee’s obligations hereunder within one hundred twenty (120) days after succeeding to Section 11.5 hereofLessee’s interest or the date of termination of the Facilities Lease, whichever is later; provided that enforcement of any obligations of the Trustee as Successor shall be limited to the Trustee’s interest in property subject to such leasehold mortgage or deed of trust and to the Trust Estate and no claim shall be brought against the Trustee personally in connection with such obligations. Until such Successor is appointed and has so assumed all such obligations, Lessor may appoint a temporary operator to maintain and shutdown or operate the Tax-Exempt Facilities (in Lessor’s sole discretion), and the expenses thereof incurred by Lessor or its temporary operator shall be reimbursed to Lessor by the Successor within ten (10) business days after written request from Lessor. If the Successor fails to expressly assume in writing all of Lessee’s obligations hereunder within the one hundred twenty (120) day period provided above, this Facilities Lease shall automatically terminate without any further rights of redemption. 18.2. As a material condition to Lessee’s execution of this Facilities Lease, Lessee shall provide Lessor with an executed Memorandum of Lease in form and Tenantsubstance acceptable to Lessor (the “Memorandum”) to be executed by Lessee and Lessor and recorded in the real estate records in the county in which the Tax-Exempt Facilities are located at Lessee’s rights hereunder are subject expense within five (5) days following the execution of this Facilities Lease. The Memorandum will contain the following provisions: “Lessee agrees that upon expiration or any proper termination of the Facilities Lease, it will release this Memorandum (and subordinate the Facilities Lease) of record, and further agrees that if such written termination or release is not filed of record with thirty (30) days after such expiration or termination, then Lessor is hereby authorized to all Mortgages execute on behalf, and Superior Leasesin the name, of Lessee any such release and record the same in the public records at Lessee’s expense. At This power in favor of Lessor is coupled with an interest and is not revocable by Lessee.” 18.3. Should Lessor sell, convey or transfer its interest in the request of any Mortgagee or LessorTax-Exempt Facilities, Tenant then such party shall be substituted herein as Lessor and Lessee shall attorn to such Mortgagee or Lessor, succeeding party as its successors in interest or any purchaser in a foreclosure sale at such time as Lessor under this Facilities Lease promptly upon any such succession, provided that such succeeding party succeeds assumes all of Lessor’s duties and obligations under this Facilities Lease and agrees not to Landlorddisturb Lessee’s leasehold interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a Section 18.3 as long as an Event of Default has not occurred and is not continuing beyond any grace or cure period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticehereunder. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease and Development Agreement (Fortress Transportation & Infrastructure Investors LLC)

Subordination and Attornment. (a) A. Subject to Section 11.5 hereofthe further provisions of this Article 43 and to the terms of any agreement entered into pursuant to this Article 43, this Lease Lease, and Tenant’s all rights hereunder of Tenant hereunder, are and shall be subject and subordinate to all ground and underlying leases now or hereafter existing (hereinafter collectively referred to as “Superior Leases” and the holder of the lessor’s interest therein shall be referred to as a “Superior Lessor”) and to all mortgages and building loan agreements including, without limitation, leasehold mortgages and building loan agreements, which may now or hereafter affect the Land or the Building or a Superior Lease (hereinafter collectively referred to as “Superior Mortgages” and the holder of the mortgagee’s interest therein shall be referred to as a “Superior Mortgagee”), to each and every advance made or hereafter to be made under Superior Mortgages and to all renewals, modifications, replacements and extensions of Superior LeasesLeases and Superior Mortgages. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant This Article shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that instrument of subordination shall be required in confirmation of such subordination. Tenant shall promptly execute and deliver in recordable form any instrument that Owner, the lessor of any Superior Lease or the holder of any Superior Mortgage may reasonably request to evidence such subordination. Tenant covenants and agrees (subject to any applicable Non-Disturbance Agreement (as hereinafter defined)) that if by reason of a default under any Superior Mortgage or Superior Lease, such Superior Mortgage is foreclosed or such Superior Lease and the leasehold estate of the Owner in the Demised Premises is terminated, then at the election of the purchaser at the foreclosure sale or the then holder of the reversionary interest in the Demised Premises: (i) Tenant will attorn and will recognize such purchaser or holder as the Tenant’s landlord under this Lease, and the holder of such Superior Mortgage or the lessor under such Superior Lease shall recognize such attornment and accept Tenant as a direct tenant upon all of the terms and provisions of this Lease. Tenant agrees to execute and deliver, at any time and from time to time, upon the request of Owner, the holder of any Superior Mortgage or the lessor under any such Superior Lease, any instrument which may be necessary or appropriate to evidence such attornment, except that such successor landlord may reasonably request shall not be (1a) evidencing such attornmentbound by any prepayment of rent more than one month in advance except pursuant to the provisions of this Lease, (2b) setting forth bound to pay any portion of Owner’s Contribution, (c) bound by any modification of this Lease made without the consent of such Superior Mortgagee or Superior Lessor, of whose identity Tenant has received written notice or (d) subject to any offsets or defenses against or liable for any previous act or omission of any prior landlord (including Owner) under this Lease, except if such act or omission continues after the date of such succession and then only for so much as has accrued subsequent to the date of such succession, or (ii) this Lease will be terminated. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this Lease or to surrender possession of the Demised Premises in the event any proceeding is brought by (i) the holder of any Superior Mortgage to foreclose such Mortgage or (ii) by a Superior Lessor under any Superior Lease to terminate the same, and agrees that this Lease shall not be affected in any way whatsoever by any such proceeding unless such Superior Mortgagee or Superior Lessor elects to terminate this Lease. B. Notwithstanding anything in Section 43A above to the contrary, Owner shall use commercially reasonable efforts to obtain for Tenant’s benefit, from each current and future Superior Lessor and/or Superior Mortgagee, an agreement (hereinafter, a “Non-Disturbance Agreement”) in favor of Tenant, in reasonable and customary form, which provides generally that so long as this Lease shall be in full force and effect (a) Tenant shall not be named or joined in any action or proceeding to foreclose the Superior Mortgage or terminate the Superior Lease in question, or to otherwise enforce its rights thereunder, unless required by law, (b) no such foreclosure or termination, or any action or proceeding brought in pursuance thereof, shall result in a cancellation or termination of this Lease, nor shall Tenant’s possession or rights hereunder be disturbed, by enforcement of any rights given to the holder pursuant to the terms of such mortgage or lease by law or otherwise, nor by the termination or expiration of such lease, and conditions this Lease shall continue in full force and effect, and in any of Tenant’s tenancysuch events, such holder will accept the attornment by Tenant to such holder, and (3c) containing if any such other terms and conditions as may be required by such Superior Mortgagee or Lessor, provided such terms and conditions do not increase Superior Lessor shall become the Rent, increase (by more than a de minimis extent) Tenantowner of Owner’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornmentinterest in the Building, this Lease shall continue in full force and effect as a direct lease between such successor landlord Tenant and Tenant the then owner of Owner’s interest in the Building, upon all of the terms, provisions, conditions and covenants set forth in obligations of this Lease Lease, except that such successor landlord shall not be: be (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of rent more than one month’s Rent month in advance, except to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with the extent that (x) such prepayment was expressly required under this Lease for a period covering more than one month; or (ivy) such Superior Mortgagee or Superior Lessor has actually received such prepayment, (ii) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal modification of this Lease made without the consent of any Lessor such Superior Mortgagee or Mortgagee Superior Lessor, of which whose identity Tenant has been provided notice. received written notice or (ciii) Any Mortgagee may elect that subject to any offsets or defenses against or liable for any previous act or omission of any prior landlord (including Owner) under this Lease shall have priority over the Mortgage that it holds andLease, upon notification to Tenant by except if such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of act or omission continues after the date of such succession and then only for so much as has accrued subsequent to the date of such succession. Tenant shall promptly execute and deliver any such Non-Disturbance Agreement described above reasonably requested by Owner, a Superior Lessor or Superior Mortgagee. The failure of Owner to obtain a Non-Disturbance Agreement from any Superior Lessor or Superior Mortgagee shall not constitute a default by Owner hereunder, so long as Owner shall have made commercially reasonable efforts to obtain the same as required by this Lease. In Section 43B. C. If, in connection with the procurement, continuation or renewal of any financing of for which the Real Property Land or the Center, Building or of the interest of the lessee under a Superior Lease represents collateral in whole or in part, any Superior Lease, Tenant institutional lender shall consent to any request reasonable modifications of this Lease requested by any lending institutionas a condition of such financing, Tenant will not withhold or delay its consent thereto and shall execute and deliver without charge such conforming documents therefor as such institutional lender may reasonably require, provided that such modifications do not increase the Rent, increase Tenant’s non-Rent obligations of Tenant under this Lease (other than to a merely administrative or de minimis extent extent) or reduce or adversely affect Tenant’s any rights of Tenant under this the Lease (other than to a merely administrative or de minimis extent). D. Supplementing Section 43 A and Section 43B above, Owner represents that, as of the date hereof, (i) there is no Superior Lessor and (ii) the only Superior Mortgagee is LaSalle Bank National Association, as Trustee for the Registered Holders of Bank of America Commercial Mortgage Inc. Commercial Mortgage Pass-through Certificates, Series 2005-5.

Appears in 1 contract

Samples: Office Lease (Atari Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease is and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee Lessor, Mortgagee, any of their respective successors in interest, or any other Person purchaser at a foreclosure sale or its respective successor in interest, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned attorn to and recognized recognize such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do instrument does not increase the RentRent payable by Tenant under this Lease, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal extension of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee Tenant shall, from time to time and within ten (10) days of request from Landlord, execute and deliver any documents or instruments that may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Centessa Pharmaceuticals PLC)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Lessee acknowledges that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages leases in which Lessor is lessee and to any mortgage or deed of trust now in force against the Building and to all advances made or hereafter to be made thereunder, or any amendments or modifications thereof, and shall be subordinate to any future leases in which Lessor is lessee and to any future mortgage or deed of trust hereafter in force against the Building and to all advances made or hereafter to be made thereunder (all such existing and future leases, mortgages and deeds of trust referred to collectively as "Superior LeasesInstruments"). At Lessee also agrees that if the request holder of any Mortgagee Superior Instrument elects to have this Lease superior to its Superior Instrument and gives notice of its election to Lessee, then this Lease shall be superior to the lien of any such lease, mortgage or deed of trust and all renewals, replacements and extensions thereof, whether this Lease is dated before or after such lease, mortgage or deed of trust. If requested in writing by Lessor or any first mortgagee or ground lessor of Lessor, Tenant Lessee agrees to execute a subordination agreement required to further affect the provisions of this paragraph. Lessor shall provide Lessee with a subordination, non- disturbance and attornment agreement in substantially the form attached hereto as Exhibit C from Lessor's presently existing lender holding a first deed of trust on the Building. In the event of any transfer in lieu of foreclosure or termination of a lease in which Lessor is lessee or the foreclosure of any Superior Instrument, or sale of the Property pursuant to any Superior Instrument, Lessee shall attorn to such Mortgagee purchaser, transferee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any lessor and recognize such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or provided such party acquires and accepts the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement Premises subject to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions agreement of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant Lessee attorn contained in the immediately preceding sentence shall promptly execute and deliver survive any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee foreclosure sale or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticetransfer. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease Addendum (Keith Companies Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leasesany ground lease(s), underlying lease(s), or mortgage(s) (including any extensions, renewals, replacements, modifications or consolidations thereof) now or hereafter encumbering the Premises. At This provision shall be self-operative without the request execution of any Mortgagee or Lessorfurther instruments. Notwithstanding the foregoing, however, Tenant hereby agrees to execute and deliver, within seven (7) days following request therefor, any instrument(s) which Landlord or Landlord's Mortgagee may deem desirable to evidence the subordination of this Lease pursuant to this Paragraph 18. Tenant hereby appoints Landlord the attorney-in-fact for Tenant to execute and deliver any document to be executed and delivered by Tenant pursuant to this Paragraph 18. The foregoing power-of-attorney, being coupled with an interest, is irrevocable. Further, Tenant's failure to execute or deliver any document to be executed and delivered by Tenant pursuant to this Paragraph 18 shall attorn be deemed a default by Tenant without the necessity of notice to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the PremisesTenant. (b) If the Premises are at any time subject to any ground lease, underlying lease, or mortgage, and Tenant has received written notice of same from the landlord thereunder, or the holder thereof, as the case may be (each of said landlords and mortgage holders being referred to hereinafter as a Lessor "Landlord's Mortgagee"), in any instance in which Tenant gives notice to Landlord alleging default by Landlord hereunder, Tenant will also simultaneously give a copy of such notice to each Landlord's Mortgagee and each Landlord's Mortgagee shall have the right (but not the obligation) to cure or remedy such default during the period that is permitted to Landlord hereunder, plus an additional period of sixty (60) days (or such longer period as is reasonable under the circumstances), and Tenant will accept such curative or remedial action (if any) taken by Landlord's Mortgagee or any other Person shall succeed to with the rights same effect as if such action had been taken by Landlord. (c) If the interests of Landlord under this LeaseLease shall be transferred voluntarily or by reason of foreclosure or other proceedings, whether through possession or foreclosure actionTenant shall, or the delivery of a new lease or deed, then at the request election of such transferee, be bound to such transferee (herein sometimes called the "Purchaser") for the balance of the successor landlord Term remaining, and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall any extensions or renewals thereof which may be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth effected in accordance with the terms and conditions of Tenant’s tenancyprovisions hereof, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase with the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full same force and effect as a direct lease between such successor landlord and Tenant upon all of if the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by Purchaser were the Landlord under this Lease, and (B) repairs Tenant does hereby agree to attorn to the Premises Purchaser, including the mortgagee under any such mortgage if it is the Purchaser, as a result of damage by fire or other casualty, or partial condemnation, pursuant to its landlord. Said attornment shall be effective and self-operative without the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds execution of any insurance or condemnation awards actually made available further instruments upon the Purchaser succeeding to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee Landlord under any Superior this Lease. Notwithstanding the foregoing, however, Tenant hereby agrees to execute any instrument(s) which Landlord may deem desirable to evidence said attornment by Tenant. The respective rights and obligations of Tenant and the Purchaser upon such attornment, to the extent of the then remaining balance of the Term and any such extensions and renewals, shall consent be and are the same as those set forth herein. In the event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights Tenant under this Lease other than or otherwise and Landlord's successor by acceptance of Rent from Tenant hereunder shall become liable and responsible to a de minimis extentTenant in respect to all obligations of the Landlord under this Lease accruing from and after the date of such transfer.

Appears in 1 contract

Samples: Lease Agreement (TNR Technical Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease. Except as otherwise provided in any such instrument requested by such successor landlord or in any Superior Lease (by more than a de minimis extent). Upon or Mortgage, upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent to the extent such consent was required; (vii) liable for the repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within ten (10) days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (ChromaDex Corp.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are This Sublease is automatically subject and subordinate to the rights of DRI in and to the Building and to the lien of all Mortgages present and Superior Leasesfuture mortgages, deeds of trust or similar instruments which may now or hereafter encumber the Building, the Common Areas, or the Subleased Premises, as well as to all present and future advances under all replacements, consolidations, renewals, extensions, modifications and refinancings of such mortgages, deeds of trust or similar instruments. At The foregoing provisions shall be self-operative and no further instrument of subordination shall be required to effectuate such subordination. Upon request by Sublandlord or DRI, however, Subtenant shall, within seven (7) days after request to do so, execute and deliver such documents confirming this subordination as Sublandlord and/or DRI may furnish provided such will not materially, adversely change the terms of this Sublease or unreasonably interfere with Subtenant's use and occupancy of the Subleased Premises. Subtenant covenants and agrees to attorn to any successor to Sublandlord's interests in the Subleased Premises. Subtenant agrees to execute within seven (7) days after receipt of written request therefor, and as often as requested, estoppel certificates confirming any factual matter requested therein which is true and is within Subtenant's knowledge regarding this Sublease, the Subleased Premises, or Subtenant's use thereof, including, but not limited to, date of occupancy, the Sublease Commencement Date, the Possession Date, the Rent Commencement Date, the amount of Annual Rent and Additional Rent due and date to which Annual Rent and Additional Rent are paid, whether or not Subtenant has any defense or offsets to the enforcement of this Sublease or the Annual Rent or Additional Rent payable hereunder or knowledge of any Mortgagee default or Lessorbreach by Sublandlord, Tenant and that this Sublease, together with any modifications or amendments, is in full force and effect. Subtenant shall attach to such estoppel certificate copies of this Sublease and all modifications or amendments. To the extent not inconsistent with this Paragraph 13(a), the provisions of Paragraph 29(j) shall also apply to the estoppel certificates described in this Paragraph 13(a). Subtenant agrees to give DRI notice of, and an opportunity (which shall in no event be less than forty-five (45) days after written notice thereof is delivered to the mortgagee as herein provided) to cure any Sublandlord default under this Sublease; and Subtenant agrees to accept such cure if effected by DRI. No termination of this Sublease by Subtenant shall be effective until such notice has been given and the cure period has expired without the default having been cured. Further, Subtenant agrees to permit DRI (or purchaser at any foreclosure sale or deed in lieu thereof), and its successors and assigns on acquiring Sublandlord's interest in the Subleased Premises and/or this Sublease, to become Sublandlord hereunder, with liability for all such Sublandlord's obligations. Subtenant agrees to attorn to any successor sublandlord, provided such Mortgagee successor or Lessor, its successors assign agrees not to disturb the Subtenant's possession hereunder so long as Subtenant is in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisesfull compliance with this Sublease. (b) If a Lessor or Mortgagee or any other Person shall succeed Subtenant covenants and agrees to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject attorn to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed successor to impair any right of Tenant to a continuing abatement pursuant to Article 14 Sublandlord's interests in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticeSubleased Premises. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Sublease Agreement (Net2000 Communications Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof21.1 Mortgages, etc.: Sublessee accepts this Lease and Tenant’s rights hereunder are Sublease subject and subordinate to all Mortgages any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Subleased Premises or the Store and Superior Leases. At the request of Common Area as a whole and to any Mortgagee or Lessorrenewals and extensions thereof, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as Sublessee agrees that any such party succeeds mortgagee shall have the right at any time to Landlord’s interest hereunder as Landlord. Landlord represents and warrants subordinate such mortgage, deed of trust or other Lien to Tenant thatthis Sublease; provided, as however, notwithstanding that this Sublease may be (or made to be) superior to mortgage, deed of trust or other lien, the Execution Dateprovisions of mortgage, there are no Superior Leases, Mortgages deed of trust or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed lien relative to the rights of Landlord under the mortgagee with respect to proceeds arising from an eminent domain taking (including a voluntary conveyance by Sublessor) and/or arising from insurance payable by reason of damage to or destruction of the Subleased Premises shall be prior and superior to any contrary provisions contoured in this Leaseinstrument with respect to the payment or usage thereof. Sublessor is hereby irrevocably vested with full power and authority to subordinate this Sublease to any mortgage, whether through possession deed of trust or foreclosure action, other lien hereafter placed upon the Subleased Premises or the delivery of Store and Common area as a new lease or deedwhole, then at the request of the successor landlord and Sublessee ogees upon demand to execute such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect heretosubordinating this Sublease as Sublessor may request; provided, however, that Tenant upon Sublessee’s written request and notice to Sublessor, Sublessor shall promptly execute and deliver use good faith efforts to obtain from any instrument such mortgagee a written agreement that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions rights of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease Sublessee shall continue remain in full force and effect during the Sublease Term as a direct lease between such successor landlord long as Sublessee shall continue to recognize and Tenant upon perform all of the terms, covenants and conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided noticeSublease. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Sublease Agreement

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights interest hereunder are subject and shall be subordinate to any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, including without limitation, the first priority lien of Lender, and to any and all Mortgages advances made or to be made thereunder, to the interest thereon, and Superior Leasesall renewals, amendments, modifications, replacements and extensions thereof. At Tenant further agrees that upon the request of any Mortgagee or LessorLender, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in will execute a foreclosure sale at such time subordination and attornment agreement providing as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations follows: (as hereinafter defineda) affecting the Premises.[Intentionally Omitted] (b) Neither the Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord, and (B) be bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (c) If a Lessor Lender, any successor or Mortgagee assignee of Lender, or any other Person purchaser at any foreclosure sale under such Lender’s Mortgage or in connection with the delivery of a deed in lieu of foreclosure (collectively “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at Successor Landlord’s request and election (it being understood and agreed that in the request of the successor landlord alternative Successor Landlord may elect to terminate this Lease), Tenant shall attorn to and upon such successor landlord’s written agreement to accept recognize Successor Landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that such successor landlord Successor Landlord shall not be: : (i) liable for any misrepresentation, act or omission of Landlord (except to that Successor Landlord shall be responsible for correcting any continuing defaults and obligations which exist at the extent such act or omission continues beyond the date when such successor landlord time Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act under the Lease), or omission); (ii) subject bound by any amendment or modification of this Lease, not expressly consented to any defenseby Lender, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes orfixed rent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such amendment or modification or prepayment shall have been expressly approved in accordance with writing by such Lender. (d) In the event this Lease for is terminated by a period covering more than one month; (iv) bound by any obligation to make any payment to Successor Landlord in connection with a foreclosure or deed in lieu of foreclosure, Tenant which was required to be made prior to shall cooperate in the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Leaseassignment, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from same are assignable, of its licenses, permits, and entitlements and any other contracts specific to the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless operation of the date of this Lease. In connection with any financing of Leased Premises to the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease extent requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuccessor Landlord.

Appears in 1 contract

Samples: Master Lease (Equinix Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment attornment, to not disturb Tenant in its possession under the Lease, and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; (vi) Reserved; (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viviii) bound by any modification, amendment or renewal of this Lease made without liable for the consent payment of any Lessor unfunded tenant improvement allowance, refurbishment allowance or Mortgagee of which Tenant has been provided noticesimilar obligation. (c) Any Tenant shall from time to time within ten (10) days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect that this Lease or Lessor to confirm any subordination. (d) Landlord shall have priority over the use reasonable efforts to obtain a Subordination, Non-Disturbance and Attornment Agreement for Tenant from its current Mortgagee and any future Mortgage that it holds and, upon notification to Tenant by on such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentstandard form.

Appears in 1 contract

Samples: Lease Agreement (Convio, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights interest hereunder are subject and shall be subordinate to any Mortgage or other security instrument hereafter placed upon the Leased Premises by Landlord, including without limitation, the first priority lien of Lender, and to any and all Mortgages advances made or to be made thereunder, to the interest thereon, and Superior Leasesall renewals, amendments, modifications, replacements and extensions thereof. At Tenant further agrees that upon the request of any Mortgagee or LessorLender, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in will execute a foreclosure sale at such time subordination and attornment agreement providing as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations follows: (as hereinafter defineda) affecting the Premises.[Intentionally Omitted] (b) Neither the Lender nor its successors and assigns shall (A) be liable for any misrepresentation, act or omission of Landlord, and (B) be bound by any amendment or modification of this Lease, not expressly provided for in this Lease, or by any prepayment of more than one month’s fixed rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by such Lender. (c) If a Lessor Lender, any successor or Mortgagee assignee of Lender, or any other Person purchaser at any foreclosure sale under such Lender’s Mortgage or in connection with the delivery of a deed in lieu of foreclosure (collectively “Successor Landlord”) shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at Successor Landlord’s request and election (it being understood that in the request of the successor landlord alternative Successor Landlord may elect to terminate this Lease), Tenant shall attorn to and upon such successor landlord’s written agreement to accept recognize Successor Landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request (1) evidencing to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between such successor landlord Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease and shall be applicable after such attornment except that such successor landlord Successor Landlord shall not be: : (i) liable for any misrepresentation, act or omission of Landlord (except to that Successor Landlord shall be responsible for correcting any continuing defaults and obligations which exist at the extent such act or omission continues beyond the date when such successor landlord time Successor Landlord succeeds to Landlord’s interest and Tenant gives notice of such act under the Lease), or omission); (ii) subject bound by any amendment or modification of this Lease, not expressly consented to any defenseby Lender, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes orfixed rent, if applicable, Tenant’s Retail Operating Expense Payment, which are paid unless such amendment or modification or prepayment shall have been expressly approved in accordance with writing by such Lender. (d) In the event this Lease for is terminated by a period covering more than one month; (iv) bound by Successor Landlord in connection with a foreclosure or deed in lieu of foreclosure, Tenant shall cooperate in the assignment of its Subleases, licenses, permits, and entitlements and any obligation to make any payment to Tenant which was required to be made prior other contracts specific to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to operation of the Leased Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentSuccessor Landlord.

Appears in 1 contract

Samples: Deed of Lease (Equinix Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (H) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Omrix Biopharmaceuticals, Inc.)

Subordination and Attornment. Within one week after Landlord’s written request (a) Subject which may be made from time to Section 11.5 hereoftime throughout the Term), Tenant shall execute a Subordination, Non-Disturbance, and Attornment Agreement in the applicable Lender’s standard form (“SNDA”). The SNDA must provide Tenant with basic non-disturbance protection and may provide, among other things, that this Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as interests of the Execution DateLender (and to all renewals, there are no Superior Leasesmodifications, Mortgages consolidations, replacements, or Condominium Declarations (as hereinafter defined) affecting extensions thereof), and that if the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed Lender succeeds to the rights of Landlord under this Lease, whether through possession by foreclosure, deed in lieu of foreclosure or foreclosure action, or the delivery of a new lease or deedotherwise, then at the request of the (i) such successor landlord and upon will not be subject to any offsets or defenses which Tenant might have against Landlord, (ii) such successor landlordlandlord will not be bound by any prepayment by Tenant of more than one month’s written agreement installment of rent, (iii) such successor landlord will not be subject to accept any liability or obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and recognize such successor landlord as Tenant’s attornment and to recognize Tenant’s interest landlord under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that (v) Tenant shall promptly execute and deliver any instrument instruments that such successor landlord may reasonably request (1) evidencing be necessary to evidence such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3vi) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon on such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant. Tenant upon all of irrevocably constitutes and appoints Landlord as its special attorney-in-fact to execute and deliver the termsSNDA if Tenant fails to deliver it to Landlord within the one-week period described above. If Landlord fails to provide Tenant, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of within 60 days after the date of this Lease. In connection with any financing , an SNDA signed by all of its Lenders (who have an interest in the Real Property or Premises as of such 60th day) on the Center, or of the interest of the lessee under any Superior LeaseLender’s standard form, Tenant shall consent may terminate this Lease by giving written notice of termination to any reasonable modifications Landlord between the 61st and 68th day following the date of this Lease requested by (in which case Landlord shall return to Tenant any lending institutionprepaid rent and Security Deposit and neither party will have any further obligation to the other under this Lease, provided such modifications do not increase the Rent, increase except for Tenant’s non-Rent indemnity obligations other than to a de minimis extent or reduce or affect Tenant’s rights under on account of the period preceding the termination). Additionally, if any new Lender obtains an interest in the Premises after the date of this Lease other than to a de minimis extentLease, Landlord shall diligently pursue an SNDA from the new Lender.

Appears in 1 contract

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

Subordination and Attornment. (a) Subject to Section 11.5 Provided that the Mortgagee or Lessor under any Mortgages or Superior Leases enters into a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit H attached hereto and made a part hereof, this Lease and Tenant’s rights hereunder are shall be subject and subordinate to all Mortgages and Superior Leases. At Leases and, at the request of any such Mortgagee or Lessor, Tenant shall attorn to such any Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, and (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without the consent of such successor landlord or any previous Lessor or Mortgagee under the Superior Lease or Mortgage in effect at the time of which Tenant has been provided noticesuch modification, amendment or renewal; (vii) liable for the repayment of any security deposit or surrender of any letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 20 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Affirmative Insurance Holdings Inc)

Subordination and Attornment. Landlord shall have the right to subordinate this Lease to any existing future ground Lease, deed of trust or mortgage encumbering the Demised Premises (a) Subject a "mortgage"), and advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Landlord's right to Section 11.5 hereofobtain such a subordination is subject to Landlord's providing Tenant with a written Subordination, Non-disturbance and Attornment Agreement from the ground lessor, beneficiary or mortgagee wherein Tenant's right to peaceable possession of the Demised Premises during the Lease Term shall not be disturbed if Tenant pays the Rent and performs all of Tenant's obligations under this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessoris not otherwise in default, in which case Tenant shall attorn to such Mortgagee the transferee of or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds successor to Landlord’s 's interest hereunder in the Demised Premises and recognize the transferee or successor as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire further providing that such lessor, beneficiary or other casualty, or partial condemnation, pursuant to the provisions of mortgagee shall at all times recognize Tenant's rights under this Lease, but only including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Demised Premises after a casualty or condemnation so long as this Lease is not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof. If any ground lessor, beneficiary or mortgagee elects to have this Lease superior to the extent that such repairs can reasonably be made from the net proceeds lien of any insurance its ground lease, deed of trust or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which mortgage and gives Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgageewritten notice thereof, this Lease shall be deemed superior to have priority over such Mortgagethe ground lease, regardless deed of trust or mortgage whether this Lease is dated prior or subsequent to the date of this Lease. In connection with any financing the ground lease, deed of the Real Property trust or mortgage or the Centerdate of recording thereof, and further providing that such lessor, beneficiary or of the interest of the lessee under any Superior Lease, Tenant mortgagee shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase at all times recognize Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s 's rights under this Lease, including making insurance and condemnation proceeds available to Landlord and/or Tenant for reconstruction or repair of the Demised Premises after a casualty or condemnation so long as this Lease other than to a de minimis extentis not terminated by Landlord or Tenant as provided in Articles 8 or 9 hereof.

Appears in 1 contract

Samples: Commercial Lease Agreement (Cerprobe Corp)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the RentRent or, increase (by more other than to a de minimis extent) , increase Tenant’s non-Rent other obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (iA) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iiiC) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (viF) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (G) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (H) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (Xstelos Holdings, Inc.)

Subordination and Attornment. This Lease and all of Tenant's rights hereunder shall be subordinate to any and all Encumbrances, to all renewals, modifications, consolidations, replacements and extensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, however, that any subordination shall be conditioned upon the receipt by Tenant of a nondisturbance agreement from the Encumbrancer in commercially reasonable form and content, provided that Tenant agrees to pay any fees or costs charged by the Encumbrancer in connection with the negotiation and delivery of such nondisturbance agreement. If any proceeding is brought for the foreclosure of any such Encumbrance (aor if any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant (i) Subject shall attorn, without any deductions or setoffs whatsoever, to Section 11.5 hereofthe Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), and (ii) shall recognize such purchaser or Encumbrancer as the lessor under this Lease, provided such purchaser or Encumbrancer accepts this Lease and does not disturb Tenant’s rights hereunder are subject 's occupancy, so long as Tenant timely pays Rent and subordinate observes and performs the terms, covenants and conditions of this Lease to all Mortgages be observed and Superior Leasesperformed by Tenant. At the Landlord's interest herein may be assigned as security at any time to any Encumbrancer. Within thirty (30) days after request of by Landlord or any Mortgagee or LessorEncumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance. Tenant waives the provisions of any Requirement which may give or Lessor, its successors purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the tenant hereunder in interest the event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord (except to the extent such act under this Lease, or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against any prior Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; , or (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent thirty (30) days in advance of its due date under this Lease to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound liable for any Security Deposit not actually received by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Encumbrancer, or (v) bound by any future modification of this Lease not consented to by such Encumbrancer where such Encumbrancer's consent was required under the terms of the Encumbrance. The foregoing shall not release Encumbrancer of the obligation to perform cure any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord continuing default of Landlord's repair obligations under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Office Lease (First Albany Companies Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s 's tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s 's rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s 's interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord's consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 Business Days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extenteffectuate any subordination.

Appears in 1 contract

Samples: Building Lease Agreement (PMC Sierra Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not materially increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent 's obligations or materially and adversely affect Tenant’s the rights of Tenant under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any previous act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission)under this Lease; (ii) subject to any defensecredit, demand, claim, counterclaim, set-off offset or offset defense which theretofore accrued to Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) if Mortgagee's or Lessor's consent is required under any Mortgage or Superior Lease, bound by any previous modification of this Lease, or by any previous prepayment of more than one month’s 's Fixed Rent to any prior landlord except for or Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthRent; (iv) bound by any covenant or obligation of Landlord to perform, undertake or complete any work in the Premises or to prepare the Premises for Tenant's occupancy; (v) required to account for any security deposit of Tenant other than any security deposit actually delivered to Mortgagee or Lessor by Landlord; (vi) bound by any obligation to make any payment to Tenant which was required or grant any credits, except for services, repairs, maintenance and restoration provided for under this Lease to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound performed by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of after the date of this Lease. In connection with such attornment; and (vii) responsible for any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations monies (other than overpayments of Tenant's Tax Payment or Tenant's Operating Payment) owing by Landlord to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease (Greenhill & Co Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, Tenant accepts this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages any mortgage, deed of trust or other lien presently existing or hereafter placed upon the Building and Superior Leases. At the request to any renewals and extensions thereof; but Tenant agrees that any mortgagee and/or beneficiary of any such deed of trust or other lien ("Landlord's Mortgagee") and/or Landlord shall have the right (but shall not be obligated) at any time to subordinate such mortgage, deed of trust or other lien to this Lease on such terms and subject to such conditions as Landlords Mortgagee or Lessormay deem appropriate in its discretion. Within thirty (30) days following Tenant's execution of this Lease, Tenant agrees to promptly execute and deliver a subordination, non-disturbance and attornment agreement ("SNDA"), substantially in the forms attached hereto as Exhibit "D", subordinating this Lease, as Landlords Mortgagee shall attorn to such Mortgagee or Lessorrequest, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants shall deliver to Tenant that, as the fully-executed SNDA within sixty (60) days after Landlord receives Tenant's executed counterpart copy of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the PremisesSNDA. (b) If a Lessor mortgagee or Mortgagee other lienholder or any other Person purchaser acquires the Building or Project as a purchaser at a foreclosure sale (any such mortgagee or other lienholder or purchaser at a foreclosure sale being each hereinafter referred to as the "Purchaser at Foreclosure"), then Tenant shall succeed (at the sole and absolute election of the Purchaser at Foreclosure) thereafter remain bound to the rights terms of Landlord under this Lease, whether through possession or foreclosure action, or Lease to the delivery of same effect as if a new and identical lease or deedbetween the Purchaser at Foreclosure, then as Landlord and Tenant, as Tenant, had been entered into for the remainder of the Term of the Lease in effect at the request time of the successor landlord and upon foreclosure. Tenant shall, on request, execute any certificate or instrument necessary or desirable further to confirm a Purchaser at Foreclosures election to continue (or discontinue) of the Lease in effect alter foreclosure, as above provided. If the Purchaser at Foreclosure elects to continue this Lease within ninety (90) days after such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Leaseforeclosure, Tenant shall be deemed to have attorned to attorn and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except pay vent to the extent such act or omission continues beyond the date when such successor landlord succeeds Purchaser at Foreclosure as if that party were a signatory to this Agreement as "Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice". (c) Any Mortgagee may elect In the event that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent fail to execute any reasonable modifications of this Lease requested instrument described in (a) or (b) above within seven (7) days as requested. Tenant hereby irrevocably constitutes Landlord as Tenant's attorney-in-fact to execute such instrument in Tenant's name, place and stead, it being stipulated by any lending institutionLandlord and Tenant That such agency is coupled with an interest in Landlord and is, provided such modifications do not increase the Rentaccordingly, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentirrevocable.

Appears in 1 contract

Samples: Office Building Lease (Deep Down, Inc.)

Subordination and Attornment. (a) Subject Landlord reserves the right to Section 11.5 hereof, place liens and encumbrances on the Leased Premises superior in lien and effect to this Lease. This Lease and Tenant’s rights hereunder are any and all renewals, modifications, replacements or extensions thereof, at the option of the Landlord, shall be subject and subordinate to any liens and encumbrances now or hereinafter imposed by Landlord upon the Leased Premises or the Building and Tenant agrees to execute and deliver upon demand (and to cause all Mortgages sublessees and Superior Leasesassignees under Tenant to execute and deliver upon demand) such instruments subordinating this Lease (and all subleases and assignments pursuant to this Lease) to any such lien or encumbrance as shall be required by Landlord. At In the request of any Mortgagee or Lessorevent Landlord's interest in the Leased Premises is derived from another party and said Lease should be terminated by the other party, Tenant shall agrees to attorn (and to such Mortgagee or Lessorcause all sublessees and assignees under Tenant to so attorn) to the other party, its successors in interest or and assigns as Landlord on this Lease. In the event any proceedings are brought for the foreclosure of any mortgage on the Leased Premises, Tenant will attorn (and Tenant will cause all sublessees and assignees under Tenant to so attorn) to the purchaser in a at foreclosure sale at such time and recognize the purchaser as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions purchases by virtue of this Article 11 are self-operative and require no further instruments such foreclosure shall be deemed to give effect hereto; providedhave assumed, howeveras substitute Landlord, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of this Lease until the resale or other disposition of its interest by such purchaser. Such assumption, however, shall not be deemed of itself an acknowledgment by the purchaser of the validity of any then existing claims of Tenant (or the claims of any sublessees or assignees under Tenant’s tenancy, ) against the prior Landlord. Tenant agrees to execute and deliver (3and to cause all sublessees and assignees under Tenant to execute and deliver) containing such further assurance and other documents (including but not limited to a new lease upon the same terms and conditions as this lease) confirming the foregoing as such purchaser may be required by such Mortgagee or Lessor, provided such terms reasonably request. Tenant on behalf of itself and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights on behalf of all sublessees and assignees under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair waives any right of election to terminate this Lease because of any such foreclosure proceedings. Tenant hereby irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact to a continuing abatement pursuant execute (and to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent deliver to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (ivthird party) bound by any obligation to make any payment to Tenant which was documents hereinabove required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound executed by any obligation to perform any work or to make improvements to the Premises except Tenant, for (A) repairs and maintenance required to be made by the Landlord under this Leaseon behalf of Tenant, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which if Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over failed to do so within ten (10) days after the Mortgage that it holds and, upon notification to Tenant request therefor by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord.

Appears in 1 contract

Samples: Lease (CSK Auto Corp)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to shall accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, and Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any commercially reasonable instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent other obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyLandlord;prior landlord; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.confirm any subordination. 6219070.4

Appears in 1 contract

Samples: Lease Agreement (Achieve Life Sciences, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereofthe terms and conditions of this Paragraph 21 and conditioned upon receipt of a Non-Disturbance Agreement (as defined below) from any Encumbrancer, this Lease and all of Tenant’s 's rights hereunder are subject and shall he automatically subordinate to any and all Mortgages Encumbrances, to all renewals, modifications, consolidations, replacements and Superior Leasesextensions thereof, and to any and all advances made or hereafter made on the security thereof or Landlord's interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance; provided, however that Landlord shall have obtained for the benefit of Tenant from any Encumbrancer a commercially reasonable non-disturbance agreement (a "Non-Disturbance Agreement") which provides, among other things, that so long as there is no Event of Default hereunder, this Lease shall not be terminated and Tenant shall be entitled to the benefit of each of the agreements, terms, covenants and conditions set forth in this Lease (including, without limitation, the Work Letter). At the request Upon any foreclosure (or any delivery of a deed in lieu of foreclosure) of any Mortgagee Encumbrance, (i) Tenant shall attorn, without any deductions or Lessorset-offs whatsoever, to the Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (ii) Tenant shall recognize such purchaser or Encumbrancer as the "Landlord" under this Lease, and (iii) Tenant's possession and quiet enjoyment of the Premises hereunder shall not be disturbed by such purchaser or Encumbrancer for so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant, subject to applicable notice and cure periods. Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 21.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) business days after request by Landlord or any Encumbrancer, Tenant shall attorn execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Article 21 to evidence or confirm the subordination or superiority of this Lease to any such Mortgagee Encumbrance provided, however, that such evidence or Lessorconfirmation shall be conditioned upon the receipt of a nondisturbance agreement from the Encumbrancer in commercially reasonable form and content providing that Tenant's possession and quiet enjoyment of the Premises shall not be disturbed by any purchaser or Encumbrancer for so long as Tenant is not in default, its successors beyond applicable notice and cure periods. To the extent permitted by Applicable Laws, Tenant waives the provisions of any Requirement which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in interest the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person purchaser shall succeed to the rights interest of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord Encumbrancer shall not be: be (i) liable for any act action or omission of any prior Landlord (under this Lease, except for Landlord's obligation to pay the Space Planning Allowance, the Tenant Improvement Allowance and the Additional Allowance pursuant to the extent such act provisions of the Work Letter, or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off offsets or offset defenses which Tenant may might have against any prior Landlord; provided that nothing contained herein shall be deemed to impair any , except for the offset right set forth in Section 6.4.4 of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; the Work Letter, or (iii) bound by any prepayment of Rent which Tenant might have paid for more than one month’s Rent the current month to any prior landlord except for Additional Rent on account of Taxes orLandlord, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; or (iv) bound liable for any Security Deposit not actually received by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; Encumbrancer, or (v) bound by any obligation to perform any work modification or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification not consented to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentEncumbrancer.

Appears in 1 contract

Samples: Lease Agreement (Riverbed Technology, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and TenantXxxxxx’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor or Mortgagee or any other Person shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept TenantXxxxxx’s attornment and to recognize TenantXxxxxx’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant Xxxxxx gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to LandlordXxxxxxxx’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extent.

Appears in 1 contract

Samples: Lease (MSGE Spinco, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this Lease and Tenant’s rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Datedate of this Lease, Landlord is the fee simple owner of the Premises, and that, as of the date of this Lease, there are no Superior Leases, Mortgages not any mortgages or Condominium Declarations (as hereinafter defined) affecting the Premises. (b) If a Lessor ground leases or Mortgagee or any other Person shall succeed underlying leases with respect to the rights Premises except for the Bank of Landlord under this Lease, whether through possession or foreclosure action, or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this LeaseAmerica Mortgage. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1) evidencing such attornment, (2) setting forth the terms and conditions of Tenant’s tenancy, and (3) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, increase (by more than a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, this Lease shall continue in full force be subject and effect as a direct lease between such successor landlord and Tenant upon subordinate at all times to the lien of the termsBank of America Mortgage and to all renewals, conditions modifications, amendments, consolidations, replacements and covenants set forth in this Lease except extensions thereof. Provided that such successor Tenant is provided with an SNDA duly executed by the holder of any future mortgage or the landlord shall not be: pursuant to any ground lease or underlying lease or future ground lease or underlying lease affecting the Premises, then (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one month; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by the Landlord rights under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty, or partial condemnation, pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed subject and subordinate at all times to have priority over the lien of any future mortgage or mortgages, or ground lease or underlying lease which may now or hereafter affect or be placed from time to time upon the Premises and to all renewals, modifications, amendments, consolidations, replacements and extensions of any such mortgages or ground or underlying leases; and (ii) Tenant will execute and deliver, within ten (10) days after request by Landlord, and SNDA that is submitted by Landlord in confirmation of such subordination. “SNDA” means a subordination, non-disturbance, and attornment agreement, in a commercially reasonable form which is reasonably acceptable to Tenant, from a holder of any Mortgage (except for the Bank of America Mortgage, regardless ) and the landlord of any ground lease or underlying lease existing as of the date of this Lease. In connection with any financing of the Real Property or the Center, or of thereafter in effect, and affecting the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentPremises.

Appears in 1 contract

Samples: Lease Agreement (Paramount Acquisition Corp)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives had given prompt notice of such act or omissionomission to the Lessor or Mortgagee); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation. (c) Any Tenant shall from time to time within 10 days of request from Landlord execute and deliver any documents or instruments that may be reasonably required by any Mortgagee may elect that this Lease or Lessor to confirm any subordination. (d) Notwithstanding anything, upon written request by Tenant, Landlord will use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from Landlord’s current mortgagee on such mortgagee’s then current standard form of agreement. “Reasonable efforts” of Landlord shall not require Landlord to incur any cost, expense or liability, Tenant hereby agreeing to pay all costs and charges in connection with Landlord’s efforts to obtain a subordination, non-disturbance and attornment agreement for Tenant. Upon request of Landlord, Tenant will execute the mortgagee’s form of subordination, non-disturbance and attornment agreement and return the same to Landlord for execution by the mortgagee. Landlord’s failure to obtain a subordination, non-disturbance and attornment agreement for Tenant shall have priority over no effect on the Mortgage that it holds andrights, upon notification obligations and liabilities of Landlord and Tenant or be considered to Tenant be a default by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentLandlord hereunder.

Appears in 1 contract

Samples: Lease Agreement (Durata Therapeutics, Inc.)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s 's rights hereunder are subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment and to recognize Tenant’s 's interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s 's tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase Tenant's obligations other than to a de minimis extent or adversely affect the Rent, increase (by more rights of Tenant under this Lease other than to a de minimis extent) Tenant’s non-Rent obligations or adversely affect Tenant’s rights under this Lease (by more than a de minimis extent). Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission is a default under this Lease and continues beyond the date when such successor landlord succeeds to Landlord’s 's interest and Tenant gives notice of such act or omissionomission to such successor landlord); (ii) subject to any defense, claim, counterclaim, set-off or offset which Tenant may have against Landlord; Landlord (except as provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualtyclause (i) above, Section 4.2(c) and in Articles 13 and 14); (iii) bound by any prepayment of more than one month’s 's Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest's interest other than pursuant to Section 4.2; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or (vi) bound by any modification, amendment or renewal of this Lease made without the consent of any Lessor or Mortgagee of which Tenant has been provided notice. notice (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent to any reasonable modifications of this Lease requested by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than pursuant to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentthe express provisions of Articles 37 and 38).

Appears in 1 contract

Samples: Lease (Advent Software Inc /De/)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1i) evidencing such attornment, (2ii) setting forth the terms and conditions of Tenant’s tenancy, and (3iii) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment amendment, or renewal of this Lease made without successor landlord’s consent after Tenant has notice of the consent identity of the successor landlord; (vii) liable for the repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or (ix) bound by any provisions of the Lease with respect to the Existing Furnishings. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Sublease Agreement (K12 Inc)

Subordination and Attornment. (a) Subject to Section 11.5 hereof, this This Lease and Tenant’s rights hereunder are is subject and subordinate to all Mortgages and Superior Leases. At , and, at the request of any Mortgagee or Lessor, . Tenant shall attorn to such Mortgagee or Lessor, its successors in interest or any purchaser in a foreclosure sale at such time as any such party succeeds to Landlord’s interest hereunder as Landlord. Landlord represents and warrants to Tenant that, as of the Execution Date, there are no Superior Leases, Mortgages or Condominium Declarations (as hereinafter defined) affecting the Premisessale. (b) If a Lessor or Mortgagee or any other Person person or entity shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action, action or the delivery of a new lease or deed, then at the request of the successor landlord and upon such successor landlord’s written agreement to accept Tenant’s attornment and to recognize Tenant’s interest under this Lease, Tenant shall be deemed to have attorned to and recognized such successor landlord as Landlord under this Lease. The provisions of this Article 11 Section 9.1 are self-operative and require no further instruments to give effect hereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such successor landlord may reasonably request (1x) evidencing such attornment, (2y) setting forth the terms and conditions of Tenant’s tenancy, and (3z) containing such other terms and conditions as may be required by such Mortgagee or Lessor, provided such terms and conditions do not increase the Rent, materially increase (by more than a de minimis extent) Tenant’s non-Rent obligations or materially and adversely affect Tenant’s rights under this Lease (by more than a de minimis extent)Lease. Upon such attornment, attornment this Lease shall continue in full force and effect as a direct lease between such successor landlord and Tenant upon all of the terms, conditions and covenants set forth in this Lease except that such successor landlord (other than Xxxxxxx Xxxxx Mortgage Company, the existing Mortgagee as of the Effective Date, whose liability to Tenant as successor landlord hereunder shall be as set forth in the form attached hereto as Exhibit 1) shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such successor landlord succeeds to Landlord’s interest and Tenant gives had given prompt notice of such act or omission);omission to the Lessor or Mortgagee): (ii) subject to any defense, claim, counterclaim, set-off or offset offsets which Tenant may have against Landlord; provided that nothing contained herein shall be deemed to impair any right of Tenant to a continuing abatement pursuant to Article 14 in connection with a prior casualty; (iii) bound by any prepayment of more than one month’s Rent to any prior landlord except for Additional Rent on account of Taxes or, if applicable, Tenant’s Retail Operating Expense Payment, which are paid in accordance with this Lease for a period covering more than one monthlandlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time such successor landlord succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by the Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty, casualty or a partial condemnation, condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards awards, respectively, actually made available to such successor landlord; or; (vi) bound by any modification, amendment or renewal of this Lease made without successor landlord’s consent; (vii) liable for the consent repayment of any Lessor security deposit or Mortgagee surrender of which Tenant has been provided noticeany letter of credit, unless and until such security deposit actually is paid or such letter of credit is actually delivered to such successor landlord; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation; or (ix) personally liable under the Lease, Mortgagee’s liability thereunder being limited to its interest in the Real Property. (c) Any Mortgagee may elect that this Lease shall have priority over the Mortgage that it holds and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such Mortgage, regardless of the date of this Lease. In connection with any financing of the Real Property or the Center, or of the interest of the lessee under any Superior Lease, Tenant shall consent from time to time within 10 days of request from Landlord execute and deliver any reasonable modifications of this Lease requested documents or instruments that may be reasonably required by any lending institution, provided such modifications do not increase the Rent, increase Tenant’s non-Rent obligations other than Mortgagee or Lessor to a de minimis extent or reduce or affect Tenant’s rights under this Lease other than to a de minimis extentconfirm any subordination.

Appears in 1 contract

Samples: Lease Agreement (BTHC VII Inc)