Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement. b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Ask Jeeves Inc)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the lien of any mortgage, mortgage or deed of trust, trust and to any ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "“Superior Interest"”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's Tenant’s attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("“Purchaser"”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoto Superior Interests as set forth above, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.
b. At Tenant’s written request, Landlord shall use reasonable efforts to cause the holder of any then existing Superior Interest or Superior Interest created after the date of this Lease to execute a written "“non-disturbance agreement" ” in favor of Tenant on Tenant's behalf such holder’s standard form, providing that, that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's Tenant’s rights hereunder and will not disturb Xxxxxx's Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of , subject to any commercially reasonable exceptions provided for in such holder of a Superior Interest to execute and deliver such a holder’s non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxxform; provided that if, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, agreement Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or to withdraw its Tenant’s request for a such non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith. The failure of any such holder of a Superior Interest to execute and deliver such a non-disturbance agreement,, notwithstanding Landlord’s reasonable efforts to obtain the same, shall not constitute a default hereunder by Landlord, it being understood that Landlord’s sole obligation is to request in good faith the execution and delivery of such agreement.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Tenant's possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) days after Xxxxxxxx's requestwritten request from Landlord, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of reasonably required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder, provided such certification, investment, or document provides that Tenant's rights under this Lease to a particular Superior Interestwill not be disturbed as long as Tenant is not in default hereunder beyond any applicable cure period. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact acknowledges and agrees that its failure to execute and deliver any such instrument statement in a timely manner is a Default under this Lease. Notwithstanding anything contained herein to the name contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant if Tenant fails agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to do so within such timelien. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person ("Purchaser") pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the "New Owner"), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and automatically conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant's possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease beyond by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any applicable grace periodNew Owner shall be liable for any act, that such party will recognize omission and/or breach of the Lease by Landlord, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month's installment of Rent, (c) any amendment or modification of this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereundermade subsequent to the granting of the Mortgage by Landlord, and if this Lease is (d) the application of insurance or condemnation proceeds or the restoration of the Premises by operation Landlord in the event of law terminated in a foreclosurecasualty loss thereto or a taking thereof, that a new lease will be entered into (e) the commencement or completion of any construction or restoration, or (f) restrictions on the same terms as this Lease use of other properties owned by Landlord for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithpurposes which compete with Tenant.
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Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to all Superior Leases and Superior Mortgages, including each advance made or to be made under any mortgageSuperior Mortgage and all renewals, deed of trustmodifications, ground leasereplacements, underlying lease or like encumbrance affecting any part supplements, substitutions and extensions of the Real Property or any interest Superior Lease and the Superior Mortgage and all spreaders and consolidations of Landlord therein which is now existing or hereafter executed or recordedthe Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the foregoingSuperior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such person's successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant shallagrees, within ten (10) days after Xxxxxxxxat 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 request, execute and deliver to Landlord a document evidencing landlord under this Lease upon the subordination then-executory terms of this Lease Lease; provided such Successor Landlord shall agree in writing to a particular Superior Interestaccept Tenant's attornment. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact The foregoing provisions of this Section shall: (i) inure to execute and deliver the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument in to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the name foregoing provisions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred this Section, satisfactory to any person ("Purchaser") pursuant to or in lieu such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoexcept that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided that for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant pays against Landlord; (iii) obligated to perform any fees Leasehold Improvements or charges required other work with respect to the Premises; (iv) bound by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date previous modification or amendment of this Lease execute a written "non-disturbance agreement" on Tenantor by any previous prepayment of more than one month's behalf providing thatRent, if Tenant is not unless such modification or prepayment shall have been approved in default writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any applicable grace periodpart thereof, that in the event of partial condemnation beyond such party will recognize repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderSection shall be construed to impair any right otherwise exercisable by any such owner, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereofholder or lessee. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.[SEE RIDER]
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgagein all respects to: (i) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Center and the Building or any interest portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of Landlord therein this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is now existing not subordinate to such mortgage: (iii) each advance made or hereafter executed or recordedto be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required; provided, however, that the forgoing provisions are subject to the provisions respecting nondisturbance hereinafter set forth. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and acknowledge or deliver any such instrument in within 10 days after request therefor, then such failure shall be deemed an Event of Default hereunder. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the name Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of Tenant if Tenant fails such Superior Mortgage. If, at any time prior to do so within the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such time. If person's successors or assigns (the interest Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, then Tenant shall fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then-executory terms of this Lease; and, in such event, and so long as no default exists, nor any event has occurred, which has continued to exist for such period of time (after notice, if any, required by the Real Property Lease) as would entitle Successor Landlord to terminate the Lease or would cause, without any further action of Successor Landlord, the Building is transferred termination of the Lease, or would entitle Landlord to dispossess Tenant, the Lease shall not be terminated by Successor Landlord, nor shall Tenant's use, possession, or enjoyment of the Premises be interfered with or disturbed by Successor Landlord, nor shall the leasehold estate granted by the Lease be affected by Successor Landlord in any other manner, in any foreclosure or any action or proceeding instituted under or in connection with the Superior Mortgage or Superior Lease, or in case Successor Landlord takes possession of the Premises pursuant to any person provision of the Superior Mortgage or Superior Lease. The foregoing provisions of this Section shall: ("Purchaser"i) pursuant inure to or in lieu of proceedings for enforcement the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior InterestLease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, Tenant shall immediately however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and automatically attorn confirm the foregoing provisions of this Section, satisfactory to any such Successor Landlord, acknowledging such attornment and setting forth the Purchaserterms and conditions, and of its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoexcept that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided that for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant pays against Landlord; (iii) obligated after the Commencement Date to perform any fees Leasehold Improvements or charges required other work with respect to the Premises; (iv) bound by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date previous modification or amendment of this Lease execute a written "non-disturbance agreement" on Tenantor by any previous prepayment of more than one month's behalf providing thatRent, if Tenant is not unless such modification or prepayment shall have been approved in default writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any applicable grace periodpart thereof, that in the event of partial condemnation beyond such party will recognize repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderSection shall be construed to impair any right otherwise exercisable by any such owner, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithlessee.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being a "Superior Interest") Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without the necessity any deduction or set‑off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall continue in full force have the same rights as to this Lease as it would have had were this Lease executed and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following delivered before the execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be Lease as a condition to the subordination of this Lease such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant pays any fees hereunder, or charges required by such holder in order to obtain such non-disturbance agreement.
b. At materially adversely affect the leasehold interest hereby created or Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as use and enjoyment of the date Premises, or increase the amount of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease Annual Basic Rent and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession Additional Rent payable hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Diamond Resorts Corp)
Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are subject and subordinate to any mortgageall underlying leases and charges, deed or mortgages now or hereafter existing (including charges, and mortgages by way of trustdebenture, ground leasenote, underlying lease bond, deeds of trust and mortgage and all instruments supplemental thereto), which may now or like encumbrance affecting any part of hereafter affect the Real Property or any interest of Landlord therein which is now existing part thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, the lessor, chargee, mortgagee or hereafter executed or recordedtrustee agrees to accept this Lease if not in default, any present or future modification, amendment or supplement to any and in recognition of the foregoing, and Tenant agrees that it will, whenever requested, attorn to any advances made thereunder (any such lessor, chargee, mortgagee as a tenant upon all the terms of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordinationthis Lease. Notwithstanding the foregoing, Tenant shall, agrees to execute within ten (10) days after Xxxxxxxx's requestbusiness days, execute and deliver to whenever requested by Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place such lease, charge, or mortgage, an instrument of subordination or attornment as may be required of it. However, Landlord hereby represents and warrants to Tenant that, as of the date Commencement Date of the Term, there are no underlying ground leases, mortgages or deeds of trust encumbering the Property, including the Building and the Leased Premises. In consideration of and as a condition precedent to Tenant’s agreement to be bound by this Lease execute Section 13, Landlord shall use commercially reasonable efforts and diligence to provide Tenant with a written "noncommercially reasonable form of Subordination, Non-disturbance agreement" on Tenant's behalf providing thatDisturbance and Attornment Agreement (“SNDA”) from any subsequent ground lessor, if mortgage holder or beneficiary under a deed of trust encumbering the Property, who later may come into existence during the Term. Tenant is not in default under this Lease beyond hereby expressly waives the provisions of any applicable grace periodstatute, that such party will recognize rule or law which may give or purport to give Tenant the right or election to terminate or otherwise adversely affect this Lease and Xxxxxx's rights the obligations of Tenant hereunder and will not disturb Xxxxxx's possession hereundersolely in the event of any foreclosure proceeding or sale, and if Tenant hereby agrees that this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder be affected in any way whatsoever by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreementforeclosure proceeding or sale. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.Certificates
Appears in 1 contract
Samples: Lease Agreement (Legalzoom Com Inc)
Subordination and Attornment. a. This Lease is expressly made lease and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgage(a) all present and future ground leases, deed superior leases, and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property land on which the Building stands ("Land") and the Building or any interest of Landlord therein portion thereof (collectively, the "Superior Lease"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which is may now existing or hereafter executed affect the Land, the Building or recorded, any present or future modification, amendment or supplement to any of the foregoing, Superior Lease and to any all advances made thereunder (any collectively the "Superior Mortgage"), and (c) all amendments, modifications, supplements, renewals, substitutions, refinancings and extensions of the foregoing being Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The subordination set forth in the preceding sentence shall only be effective if the holder of any future Superior Mortgage (a "Superior InterestMortgagee") without or future Superior Lease (a "Superior Lessor") shall grant to the necessity named Tenant herein a so-called nondisturbance agreement or recognition agreement, as the case may be, which shall be on such Superior Mortgagee's or Superior Lessor's standard form which shall be in form reasonably acceptable to Tenant and such Superior Mortgagee or Superior Lessor; subject, however, to the provisions of any further documentation evidencing such subordinationsubparagraph D below. Notwithstanding the foregoing, Landlord shall have no obligation to deliver such nondisturbance or recognition agreement for the benefit of the named Tenant shall, within ten (10) days after Xxxxxxxx's request, herein if Tenant shall be in default of any monetary obligation or material non-monetary obligation hereunder beyond the expiration of any applicable notice and/or grace period. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute and deliver deliver, at its own expense, any instrument, in recordable form if requested, that Landlord, the Superior Lessor or the Superior Mortgagee may reasonably request to Landlord a document evidencing evidence such subordination. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the subordination Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage. If, in connection with the obtaining, continuing or renewing of any Superior Mortgage, the Superior Mortgagee shall request reasonable modifications of this Lease to as a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any condition of such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interestfinancing, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease will not unreasonably withhold its consent thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At modifications do not increase Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on obligations hereunder or adversely affect Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and all of Tenant’s rights hereunder shall be subordinate to any mortgageand all Encumbrances, deed of trustto all renewals, ground leasemodifications, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recordedconsolidations, any present or future modification, amendment or supplement to any of the foregoingreplacements and extensions thereof, and to any and all advances made thereunder (or hereafter made on the security thereof or Landlord’s interest therein, unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any of proceeding is brought for the foregoing being a "Superior Interest") without the necessity foreclosure of any further documentation evidencing such subordination. Notwithstanding the foregoingEncumbrance (or if any ground lease is terminated), and if requested by such purchaser or Encumbrancer, Tenant shall(i) shall attorn, within ten (10) days after Xxxxxxxx's requestwithout any deductions or set-offs whatsoever, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver Encumbrancer or purchaser or any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property successors thereto upon any foreclosure sale or the Building is transferred to any person ("Purchaser") pursuant to or deed in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn thereof (or to the Purchaserground lessor), and this Lease (ii) shall continue in full force and effect recognize such purchaser or Encumbrancer as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of lessor under this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on provided such holder's standard institutional form shall be a condition to the subordination of purchaser or Encumbrancer accepts this Lease theretoand does not disturb Tenant’s occupancy, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place so long as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not then in default under this Lease beyond the expiration of any applicable grace periodperiod for cure provided in this Lease. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. Within ten (10) business days after request by Landlord or any Encumbrancer, that Tenant shall execute such party will recognize 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 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 Xxxxxx's rights the obligations of the tenant hereunder and will in the event of any foreclosure proceeding or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the interest of Landlord under this Lease, Encumbrancer shall not disturb Xxxxxx's possession hereunder, and if be (i) liable for any action or omission of any prior Landlord under this Lease is by operation (but shall cure continuing defaults of law terminated in a foreclosure, that a new lease will be entered into on the same terms as “Landlord” under this Lease provided that such defaults are susceptible to cure by Encumbrancer), or (ii) subject to any offsets or defenses which Tenant might have against any prior Landlord, or (iii) bound by any Rent which Tenant might have paid for more than the remaining term hereofcurrent month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such Encumbrancer, or (v) bound by any future modification of this Lease not consented to by such Encumbrancer. The failure Tenant’s agreement to subordinate this Lease to the lien of any Encumbrance hereafter in force against the Building or the Project or any portion thereof is expressly conditioned upon the Encumbrancer agreeing that in the event of foreclosure or deed in lieu of foreclosure or other exercise of remedies under such holder Encumbrance or conveyance in lieu thereof and so long as Tenant is not in default beyond any applicable cure period, this Lease shall be recognized and Tenant’s occupancy shall not be disturbed pursuant to a commercially reasonable form of a Superior Interest to execute and deliver such a subordination, non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such attornment agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Jamba, Inc.)
Subordination and Attornment. a. This Lease is expressly made and will be subject and subordinate in all respects to any mortgage, deed of trust, ground lease, underlying lease mortgage or like encumbrance affecting any part deed of trust now or later encumbering the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingPremises, and to all their renewals, modifications, supplements, consolidations and replacements (an “Encumbrance”). While such subordination shall be self-operative and shall occur automatically, Tenant agrees, upon request by and without cost to Landlord or any advances made thereunder (any successor in interest, to execute and deliver to Landlord or the holder of the foregoing being a "Superior Interest"an Encumbrance such instrument(s) without the necessity of any further documentation evidencing as may be reasonably required by Landlord or such successor in interest to evidence such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's requestrequest by Landlord. In the alternative, execute and however, the holder of an Encumbrance may unilaterally elect to subordinate such Encumbrance to this Lease. Landlord agrees to request from the holder of any Encumbrance, a nondisturbance agreement in such party’s customary form; provided, however that the failure of such party to deliver to Landlord a document evidencing the subordination nondisturbance agreement following such request shall not be a breach of this Lease or entitle Tenant to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timeremedies against Landlord. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser"a “Successor Landlord”) pursuant to by reason of the termination or foreclosure, or proceedings for enforcement, of an Encumbrance, or by delivery of a deed in lieu of proceedings for enforcement such foreclosure or proceedings, then, at the option and upon the demand of any Superior Interestthe Successor Landlord, Tenant shall will immediately and automatically attorn to the Purchaser, and Successor Landlord. Upon attornment this Lease shall will continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant on Tenant, upon all of the terms same terms, conditions and conditions set forth herein. Notwithstanding the foregoing, if covenants as stated in this Lease except that a Superior Interest is created following the execution Successor Landlord shall not be (a) liable for any previous act or omission or negligence of Landlord under this Lease, Landlord's delivery (b) subject to any counterclaim, defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, which therefore shall have accrued to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination against Landlord, (c) bound by an previous modification or amendment of this Lease theretoor by any previous prepayment of more than one month’s rent, provided that unless such modification or prepayment shall have been approved in writing by the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease or (d) obligated to perform any repairs or other work beyond Landlord’s obligations under this Lease. Tenant pays any fees or charges agrees, upon request by and without cost to the Successor Landlord, to promptly execute and deliver to the Successor Landlord such instrument(s) as may be reasonably required by Successor Landlord to evidence such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request attornment. In the event that the holder of any Superior Interest in place as first mortgage encumbering the Leased Premises shall succeed to the interest of Landlord by reason of the date enforcement of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing thatsuch Encumbrance, if then, at the request of the holder of such Encumbrance, Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that shall enter into a new lease will be entered into with such Encumbrance holder for the balance of the Term on all of the same terms and conditions as are set forth in this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithLease.
Appears in 1 contract
Samples: Telecommunications Equipment and Huts Ground Lease Agreement
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgageall Superior Leases and Mortgages (defined in Section 24.4), deed of trustand Tenant will attorn to each person or entity that succeeds to Landlord's interest under this Lease, ground leaseprovided that such person or entity agrees in writing not to disturb Tenant's rights under this Lease as long as Tenant is not in default. This Section is self-operative, underlying lease but if requested to confirm a subordination and/or attornment or like encumbrance affecting any part of the Real Property non-disturbance, Tenant will execute subordination and/or attornment and/or non-disturbance agreements furnished by Landlord or any interest of Landlord therein which is now existing Landlord's lessor or hereafter executed or recorded, any present or future modification, amendment or supplement to mortgagee under any of the foregoing, Superior Leases and Mortgages (a "Landlord's Mortgagee") within twenty (20) days after request and provided that such agreements: materially substantively conform to any advances made thereunder (typical institutional forms of agreements then in use and do not result in a material adverse change in any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the material terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, and provided that any such subordination agreements shall provide that the lender shall agree to concurrently deliver to Tenant any notices of Landlord's delivery default delivered to Landlord and to accept from Tenant a cure of a non-disturbance agreement on such holder's standard institutional form shall be a condition defaults (if and to the subordination extent that such defaults are curable by Tenant) within the cure periods for such defaults granted to Landlord under such loans; or materially substantively conform to one or more of the forms attached as Exhibit "J" hereto. However, if Landlord or Landlord's Mortgagee elects in writing, this Lease theretowill be superior to the Superior Leases and Mortgages specified, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as regardless of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderrecording, and if Tenant will execute an agreement confirming this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into election on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrequest.
Appears in 1 contract
Samples: Lease (Picturetel Corp)
Subordination and Attornment. a. This Lease is expressly made and the rights of Tenant hereunder are subject and subordinate in all respects to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein and all Mortgages which is may now existing or hereafter executed encumber or recordedotherwise affect the Land and/or Building, or Landlord’s interest therein, and to all and any present renewals, extensions, modifications, recastings or future modification, amendment or supplement to any of the foregoingrefinancings thereof, and to any advances made thereunder (any current or future ground lease of the Land. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate subordination or other document, but no further act by Tenant is required to effectuate the foregoing subordination or the attornment specified herein, the provisions of this Section 23 being a "Superior Interest") without agreed by Landlord and Tenant to be self-operative. Tenant agrees that in the necessity event that any proceedings are brought for the foreclosure of any further documentation evidencing such subordinationMortgage or the termination of any ground lease, Tenant shall attorn to the purchaser at such foreclosure sale (including the holder of the Mortgage if it is the purchaser) or the landlord under the ground lease (or lessee under any new underlying lease) and recognize such purchaser or new landlord as the landlord under this Lease, and Tenant waives the provision of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed or in the event any ground lease is terminated; provided, however, that such purchaser or landlord shall not liable for any previous act or omission of Landlord under this Lease, (b) subject to any offset, not expressly provided in this Lease, (c) bound by any modification of this lease made after the date of the Mortgage in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the holder of such Mortgage, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any security deposit except to the extent the security deposit was received by the successor. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver Txxxxx agrees that the holders of any such Mortgages or the ground lessor shall have the right to Landlord a document evidencing the subordination of make this Lease superior to a particular Superior Interest. the lien of such Mortgage or ground lease, by the filing of subordination statements or otherwise, and Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact consents to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreementfiling.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Lease (Wellgistics Health, Inc.)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after XxxxxxxxLandlord's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on with respect thereto as described in Paragraph 21.b. below and otherwise in such holder's standard institutional form or other reasonable form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall Landlord will request that the holder holders of any Superior Interest Interests in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and XxxxxxTenant's rights hereunder and will not disturb XxxxxxTenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of any such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon XxxxxxxxLandlord's request shall not constitute a default hereunder by XxxxxxxxLandlord, it being understood that XxxxxxxxLandlord's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, agreement from any such holder of a Superior Interest Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to shall either pay such sum or withdraw its request for a be deemed to have released Landlord from any further obligation to obtain such non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Critical Path Inc)
Subordination and Attornment. a. This Lease is expressly made and the rights of Tenant hereunder are subject and subordinate in all respects to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein and all Mortgages which is may now existing or hereafter executed encumber or recordedotherwise affect the Land and/or Building, or Landlord’s interest therein, and to all and any present renewals, extensions, modifications, recastings or future modification, amendment or supplement to any of the foregoingrefinancings thereof, and to any advances made thereunder (any current or future ground lease of the Land. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate subordination or other document, but no further act by Tenant is required to effectuate the foregoing subordination or the attornment specified herein, the provisions of this Section 23 being a "Superior Interest") without agreed by Landlord and Tenant to be self-operative. Tenant agrees that in the necessity event that any proceedings are brought for the foreclosure of any further documentation evidencing such subordinationMortgage or the termination of any ground lease, Tenant shall attorn to the purchaser at such foreclosure sale (including the holder of the Mortgage if it is the purchaser) or the landlord under the ground lease (or lessee under any new underlying lease) and recognize such purchaser or new landlord as the landlord under this Lease, and Tenant waives the provision of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed or in the event any ground lease is terminated; provided, however, that such purchaser or landlord shall not liable for any previous act or omission of Landlord under this Lease, (b) subject to any offset, not expressly provided in this Lease, (c) bound by any modification of this lease made after the date of the Mortgage in question, or by any prepayment of more than one month’s Rent, unless the modification or prepayment has been approved in writing by the holder of such Mortgage, (d) required to incur any costs to repair any damage caused by a fire, other casualty or condemnation in excess of the insurance proceeds or condemnation award, or (e) liable for the return of any security deposit except to the extent the security deposit was received by the successor. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver Xxxxxx agrees that the holders of any such Mortgages or the ground lessor shall have the right to Landlord a document evidencing the subordination of make this Lease superior to a particular Superior Interest. the lien of such Mortgage or ground lease, by the filing of subordination statements or otherwise, and Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact consents to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timefiling. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Lease (Assure Holdings Corp.)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "“Superior Interest"”) without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days Business Days after Xxxxxxxx's Landlord’s request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney, provided that such document (a “SNDA”) contains such lender’s customary and commercially reasonable non-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such timedisturbance provisions. If the interest of Landlord in the Real Property or the Building is transferred to any person ("“Purchaser"”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoto Superior Interests as set forth above, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest. In the event of any inconsistency between an SNDA received by Tenant pursuant to the above and any other provision of this Paragraph 21, the provisions of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, SNDA shall govern as to that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithlender.
Appears in 1 contract
Samples: Office Lease (Zscaler, Inc.)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, mortgage or deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is trust now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of placed in the foregoing, Building and to any advances made thereunder (any renewal, modification, consolidation, replacement or extension of such mortgage or deed of trust and the foregoing being a "Superior Interest") without the necessity addition of any other mortgage or deed of trust granted after the date of execution of this Lease. This clause shall be self-operative, and no further documentation evidencing such subordinationinstrument of subordination shall be required. Notwithstanding the foregoing, Tenant shall, within ten Within five (105) days after Xxxxxxxx's requestwritten request by Landlord, Tenant shall execute and deliver any documents which may be desirable to Landlord a document evidencing conform the subordination of this Lease to a particular Superior InterestLease. Tenant Landlord is hereby irrevocably appoints Landlord as Xxxxxx's appointed agent and attorney-in-fact of Tenant to execute and deliver any all such instrument subordination instruments in the name of Tenant if event Tenant fails to do so execute said instruments within such time. If the interest of fifteen (15) days after notice from Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following demanding the execution of this Lease, Landlord's delivery to Tenant of thereof. Landlord shall request a non-disturbance agreement on such holder's standard institutional form shall be a condition to from the subordination of this Lease theretolender, provided although Landlord makes no representation or guaranty that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At agreement can be obtained. Tenant agrees that in the event of a sale, transfer, or assignment of the Landlord's interest in the Building or any part thereof, including the Premises, to attorn to and to recognize such sale, transfer or assignment and such purchaser, transferee, assignee or mortgagee as Landlord under the Lease. Upon such an attornment by Tenant, the successor in interest of the Landlord under this Lease shall be subject to tenant's rights under this Lease and Tenant's written request, Xxxxxxxx rights hereunder shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if continue undisturbed while Tenant is not in default under this Lease beyond any applicable grace period, that such hereunder. Each party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest agrees to execute and deliver such a non-disturbance separate agreement confirming the provisions of this paragraph upon Xxxxxxxx's written request but the failure to do so shall not constitute affect the provisions of this o paragraph. In the event of any sale or transfer of the Building by Landlord, which includes a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith transfer of the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sumSecurity Deposit, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrelieved of all liability hereunder.
Appears in 1 contract
Subordination and Attornment. a. i. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, (i) all present and future ground lease, leases or underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing part thereof heretofore or hereafter executed made by Landlord and all renewals, extensions, supplements, amendments, modifications, consolidations, and replacements thereof (collectively, the "Superior Leases") and (ii) to the lien of any mortgages or recordedtrust deeds, any present now or future modificationhereafter in force against the Project, amendment or supplement to any of the foregoingif any, and to any all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made thereunder or hereafter to be made upon the security of such mortgages or trust deeds (collectively, "Mortgages"), unless the mortgagees, trustees and/or holders of such Mortgages (collectively, "Mortgagees"), or the lessors under such Superior Leases ("Superior Lessors"), require in writing that this Lease be superior thereto. With respect to any future Superior Leases and Mortgages, Landlord agrees to use commercially reasonable efforts to provide Tenant with a commercially reasonable non-disturbance agreement from the Superior Lessors/Mortgagees of such Superior Leases and Mortgages and Landlord's failure to do so shall render this Lease superior to any such future Mortgage and/or Superior Lease. Tenant agrees to use commercially reasonable efforts to cooperate with Landlord and any such Superior Lessors/Mortgagees in negotiating such non-disturbance agreement. Within sixty (60) days after the execution of this Lease, Landlord shall obtain a non-disturbance agreement from the holder of the foregoing being existing deed of trust encumbering the Building in the form attached hereto as Exhibit I.
ii. Subject to Section 18.1.1 above, if a 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 ("Superior InterestSuccessor Landlord") without shall succeed to the necessity rights of any Landlord under this Lease, whether through possession or foreclosure action or the delivery of a new lease or deed, then Tenant shall attorn to and recognize such Successor Landlord as Landlord under this Lease. Subject to Section 18.1.1 above, the provisions of this Section 18.1 are self‑operative and require no further documentation evidencing such subordination. Notwithstanding the foregoinginstruments to give effect hereto; provided, however, Tenant shall, within ten (10) business days after Xxxxxxxx's of request, execute and deliver to delivery any commercially reasonable instrument that such Successor Landlord a document may reasonably request (i) evidencing such attornment, (ii) setting forth the subordination terms and conditions of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord Tenant's tenancy, and (iii) containing such other terms and conditions as Xxxxxx's attorney-in-fact to execute and deliver any may be required by such Successor Landlord, provided such instrument in does not increase the name of Tenant if Tenant fails to do so within Rent, materially increase Tenant's other obligations or materially and adversely affect Tenant's rights under this Lease. Upon such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser 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:
a. liable for any act or omission of any prior landlord (including, without limitation, the then defaulting Landlord);
b. subject to any abatement, defense or offsets which Tenant may have against any prior Landlord (including, without limitation, the then defaulting Landlord);
c. 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 in the ongoing maintenance and repair obligations of Landlord under this Lease; provided that, in each case, Mortgagee (and Successor Landlord, as applicable) has received prior written notice and opportunity to cure such default;
d. bound by any payment of rent or additional rent which Tenant might have paid for more than one month in advance of the due date under this Lease to any prior Landlord (including, without limitation, the then defaulting Landlord), unless actually received by such Successor Landlord;
e. bound by any obligation to make any payment to Tenant which was required to be made prior to on the terms and conditions set forth herein. Notwithstanding date on which such succession occurs;
f. liable, responsible or accountable for any monies deposited with any prior Landlord (including security deposits), whether or not still held by such prior landlord, except to the foregoingextent such monies are actually received by Mortgagee or such Successor Landlord (as applicable) for its own account as the landlord under this Lease as security for the performance of Tenant's obligations under this Lease (which deposit shall, if a Superior Interest is created following nonetheless, be held subject to the execution provisions of this Lease); or
g. bound by any surrender, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination termination, amendment or modification of this Lease theretomade without the consent of Mortgagee or such Successor Landlord. Tenant shall, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written requestwithin ten (10) business days of request from Landlord, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder any commercially reasonable documents or instruments that may be reasonably required by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is any Mortgagee or lessor to request in good faith the execution and delivery of such agreement. Furtherconfirm any subordination (or, if in order to obtain such non-disturbance agreementrequested by any Mortgagee or Superior Lessor, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithpriority).
Appears in 1 contract
Samples: Lease (Janux Therapeutics, Inc.)
Subordination and Attornment. a. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property Project (each, a “Superior Lease”); (b) all mortgages or deeds of trust encumbering all or any interest portion of Landlord therein which is now existing the Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter executed or recordedto be made under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any present or future modificationSuperior Lease; and (e) all renewals, amendment or supplement to modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, whether in existence as of the foregoingdate of this Lease first encumbering all or any portion of the Project after the date of this Lease being referred to as the “Superior Interests”, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity each holder of any further documentation evidencing such subordinationSuperior Interest [including its successors in interest], a “Superior Interest Holder”). Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten (10) days after Xxxxxxxx's requestat any time, execute and deliver to Landlord a document evidencing subordinate its Superior Interest to the subordination lien of this Lease Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a particular Superior Interest. new lease or deed (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant hereby irrevocably appoints shall attorn to and recognize such Successor Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense which accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form Section 22.2 shall be a condition to the subordination self-operative and no further agreement of this Lease thereto, provided that Tenant pays any fees or charges required by such holder shall be necessary in order to obtain effect any such non-disturbance agreement.
b. At Tenant's written requestsubordination and attornment; however, Xxxxxxxx shall request that with respect to the holder interest of any Superior Interest in place as Holder first encumbering all or any portion of the project after the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under and to which Landlord intends that this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation be subordinate to the interest of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sumHolder, Landlord shall so notify provide to Tenant a subordination and attornment, including any Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) on said Senior Interest Holder’s standard form, and Tenant may elect shall, within ten (10) days after Notice, execute, acknowledge and deliver the SNDA, provided the same provides for the effectiveness of this Lease following any foreclosure of the Superior Interest Holder. Tenant acknowledges its obligation to pay late charges as provided in Section 3.4 for each day that Tenant is late in providing any such sum or withdraw its SNDA, commencing on the 11th day following Landlord’s request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewiththerefor, and continuing through the 20th day thereafter.
Appears in 1 contract
Subordination and Attornment. a. This Subject to Paragraph 21.b. below, this Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property Premises or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "“Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time”). If the interest of Landlord in the Real Property Premises or the Building is transferred to any person ("“Purchaser"”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Premises or the Building subject to this Lease and recognizes Tenant's rights hereunder. Upon Purchaser's request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoto Superior Interests as set forth above, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place may at any time (including as part of foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease be prior and superior to such Superior Interest.
b. Notwithstanding the date foregoing terms of Paragraph 21.a., the subordination of this Lease execute to any future Superior Interest shall be subject to and conditioned upon Tenant obtaining a written "non-disturbance agreement" on Tenant's behalf providing thatcommercially reasonable subordination, if non‑disturbance and attornment agreement (an “SNDA”) from the holder of such Superior Interest, that provides that so long as Tenant is not in default hereunder beyond any applicable notice and grace periods (i) this Lease will not be terminated or cut off nor shall Tenant's possession hereunder be disturbed by enforcement of any rights given to such Superior Interest pursuant to any such mortgage, deed of trust, ground lease, underlying lease or like encumbrance, (ii) such Superior Interest shall recognize Tenant as the tenant under this Lease, (iii) no default by Landlord under any Superior Interest shall affect Tenant's rights under this Lease, (iv) Tenant will not be named as a party in any foreclosure or other proceedings with respect to any such Superior Interest, unless specifically required to be so named by Legal Requirements, (v) Tenant shall attorn to the person who acquires Landlord's interest hereunder through any such Superior Interest and (vi) the holder of any such Superior Interest shall not be (A) liable for any act or omission of any prior landlord (including Landlord), (B) liable for the return of any security deposit not actually received by such successor-in-interest, (C) subject to any offsets or defenses that Tenant might have against any prior landlord (including Landlord), (D) bound by any payment of rent or additional rent made by Tenant to Landlord more than thirty (30) days in advance of the due date thereof, (E) bound by any amendment or modification of this Lease made without the written consent of the holder of such Superior Interest (to the extent such consent is required under the documents related to the subject Superior Interest), except to the extent any such amendment or modification is made pursuant to Tenant's express rights under this Lease beyond (e.g., Tenant's right to extend the term of the Lease), or (F) bound to fund any applicable grace periodportion of Landlord's Allowance with respect to the Premises or perform Landlord's Work. Tenant shall, that such party will recognize this Lease within ten (10) days after Landlord's request, execute and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderdeliver to Landlord an SNDA to a particular Superior Interest. Notwithstanding the foregoing, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of any such holder of a Superior Interest to execute and deliver such a non-non- disturbance agreement upon XxxxxxxxLandlord's request shall not constitute a default hereunder by XxxxxxxxLandlord, it being understood that XxxxxxxxLandlord's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if .
c. Landlord has caused any Superior Interest in order effect as of the date of this Lease to obtain such non-disturbance agreement, Landlord is required provide an SNDA to expend any sum, Landlord shall so notify Tenant concurrently with the full execution and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithdelivery of this Lease.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made and the Tenant's rights under this Lease are subject and subordinate to any ground lease or underlying lease (including the Site Leases), first mortgage, first deed of trusttrust or other first lien encumbrance or indenture (or series of mortgages held by or for the benefit of Affiliated parties), ground lease, underlying lease whether encumbering any Theatre Property or like encumbrance affecting any part the interest of the Real Property Landlord under any of the Site Leases, together with any renewals, extensions, modifications, consolidations, and replacements of them listed on Exhibit C that now or at any subsequent time affects any Parcel of Property, Theatre Improvement or Unit of Equipment or any interest of the Landlord therein which is now existing in any Parcel of Property, Theatre Improvement or hereafter executed Unit of Equipment or recordedthe Landlord's interest in this Lease and the estate created by this Lease or such landlord's interest; provided, that this Lease shall not be subordinate to any Lien created by Landlord other than a Landlord Permitted Lien; and any and all mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to the estate of such Site Landlord in and to the real property interest of the Site Landlord thereunder. This provision will be self-operative and no further instrument of subordination will be required in order to effect it. Nevertheless, the Tenant will execute, acknowledge and deliver to the Landlord, at any time and from time to time, within ten (10) Business Days following written demand by the Landlord, documents reasonably requested by the Landlord, any present Site Landlord or future modificationunderlying lessor or any mortgagee, amendment or supplement any holder of a deed of trust or other instrument described in this paragraph, to any of confirm or effect the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to if Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to not obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that from the holder of any Superior Interest ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture a reasonably acceptable non- disturbance and attornment agreement, this Lease shall not be subject and subordinate to such ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien except to the extent now so provided in place as any Site Lease. Such non-disturbance and attornment agreement will provide, among other things, that anyone succeeding to the interest of the date Landlord as a result of the exercise of its rights under any ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien will not be bound by (i) any payment of Basic Rent, Additional Rent or any other amount payable hereunder for more than one month in advance, or (ii) any amendment or modification of this Lease execute made thereafter without its written consent, or (iii) any claim against the Landlord arising prior to the date that the successor succeeded to the Landlord's interest (except to the extent such claim relates to a written "non-disturbance agreement" on Tenant's behalf providing thatcondition or circumstance which continues to exist thereafter), if Tenant or (iv) any claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the Landlord (except to the extent such claim or offset relates to a condition or circumstance which continues to exist thereafter but then, so long as such party is not in default under this Lease beyond any applicable grace periodan Affiliate of Landlord, that only as to the time period following such party party's succession to the interest of landlord hereunder). Upon request by the successor and without cost to the Landlord or the successor, the Tenant will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderexecute, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute acknowledge and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith reasonable documents confirming the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithattornment.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgageall ---------------------------- Superior Leases and Mortgages (defined in Section 24.4), deed of trustand Tenant will attorn to each person or entity that succeeds to Landlord's interest under this Lease. This Section is self-operative, ground leasebut if requested to confirm a subordination and/or attornment, underlying lease Tenant will execute the standard form subordination and attornment agreements furnished by the then-current lessor 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 mortgagee under any of the foregoing, Superior Leases and to any advances made thereunder Mortgages (any of the foregoing being a "Superior InterestLandlord's Mortgagee") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute . The subordination and deliver to Landlord a document evidencing attornment provisions will apply for the subordination benefit of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, subsequent Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoMortgagees, provided that Tenant pays any fees or charges required by such holder in order they agree not to obtain such non-disturbance agreement.
b. At disturb Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of rights under this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderdefault, and if this Lease is by operation at the request of law terminated in a foreclosurethose Landlord's Mortgagees, that a new lease Tenant will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a their standard form subordination, non-disturbance and attornment agreements to provide for the foregoing within ten (10) days after request. However, if Landlord or Landlord's Mortgagee elects in writing, this Lease will be superior to the Superior Leases and Mortgages specified, regardless of the date of recording, and Tenant will execute an agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request confirming this election on request. Landlord diligently and in good faith will request that The Bank of Nova Scotia, the execution and delivery of such agreement. Furthercurrent Landlord's Mortgagee, if in order agree to obtain such execute with Tenant the current non-disturbance disturbance, subordination and attornment agreement now in use by The Bank of Nova Scotia, but notwithstanding anything to the contrary, neither this Lease nor any of Tenant's obligations or other Liabilities hereunder will be terminated, waived, excused or otherwise reduced in any way if for any reason The Bank of Nova Scotia refuses to execute such an agreement or any similar or other agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Lease (Cmgi Inc)
Subordination and Attornment. a. This Lease Tenant is expressly made and shall be subject and subordinate at all times to (a) all ground leases or underlying leases that may hereafter be executed affecting the Premises and (b) any mortgage or deed of trust that may now exist or hereafter be placed upon, and encumber, any or all of (x) the Premises; (y) any ground leases or underlying leases for the benefit of the Premises; and (z) all or any portion of Landlord's interest or estate in any of said items. Tenant acknowledges that as of the date of execution of this Lease, title to the Premises is vested in the IDB (as defined in Section 28 below) and that certain financing documentation, held by and benefiting Landlord, or Landlord's affiliate, encumbers the Premises, all in connection with a prior PILOT program previously in place at the Premises. Landlord agrees that eixxxx (x) material matters of record evidencing or otherwise executed and recorded in connection with such prior PILOT program shall be proper ly released in connection with the implementation of the contemplated PILOT Arrangement or (b) otherwise modified and amended in connection with the contemplated PILOT Arrangement which modification or amendment shall be subject to Tenant's reasonable approval as a condition to its obligations hereunder. Landlord represents that the Premises is not subject to any mortgage, deed of trust, ground lease, underlying lease mortgage or like similar encumbrance affecting any part as of the Real Property or Commencement Date, except in connection with any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any provisions of the foregoing, PILOT program to which the Premises was subject. Tenant shall execute and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shalldeliver, within ten (10) days after Xxxxxxxxof Landlord's request, execute and deliver to in the form reasonably requested by Landlord a document (or its lender), any documents evidencing the subordination of this Lease provided that such lender provides commercially reasonable non-disturbance assurances to a particular Superior InterestTenant in connection with any request that this Lease be subordinated to any future mortgage or deed of trust. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute covenants and deliver any such instrument in the name of agrees that Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred shall attorn to any person ("Purchaser") pursuant successor to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreementLan dlord.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgageall Superior Leases and Mortgages (defined in Section 24.4), deed of trustand Tenant will attorn to each person or entity that succeeds to Landlord's interest under this Lease, ground leaseprovided that such person or entity agrees in writing not to disturb Tenant's rights under this Lease as long as Tenant is not in default. This Section is self-operative, underlying lease but if requested to confirm a subordination and/or attornment or like encumbrance affecting any part of the Real Property non- disturbance, Tenant will execute subordination and/or attornment and/or non-disturbance agreements furnished by Landlord or any interest of Landlord therein which is now existing Landlord's lessor or hereafter executed or recorded, any present or future modification, amendment or supplement to mortgagee under any of the foregoing, Superior Leases and Mortgages (a "Landlord's Mortgagee") within twenty (20) days after request and provided that such agreements: materially substantively conform to any advances made thereunder (typical institutional forms of agreements then in use and do not result in a material adverse change in any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the material terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, and provided that any such subordination agreements shall provide that the lender shall agree to concurrently deliver to Tenant any notices of Landlord's delivery default delivered to Landlord and to accept from Tenant a cure of a non-disturbance agreement on such holder's standard institutional form shall be a condition defaults (if and to the subordination extent that such defaults are curable by Tenant) within the cure periods for such defaults granted to Landlord under such loans; or materially substantively conform to one or more of the forms attached as Exhibit "J" hereto. However, if Landlord or Landlord's Mortgagee elects in writing, this Lease theretowill be superior to the Superior Leases and Mortgages specified, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as regardless of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderrecording, and if Tenant will execute an agreement confirming this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into election on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrequest.
Appears in 1 contract
Samples: Lease (Picturetel Corp)
Subordination and Attornment. a. This Lease Within ninety (90) days following the date of this Lease, or as soon as reasonably possible thereafter, Landlord shall provide Tenant with a non-disturbance and attornment agreement substantially in the form attached as Exhibit F hereto from Fleet National Bank, which is expressly made subject the only holder of a Superior Interest (as defined below) as of the date of this Lease. As used herein and subordinate to elsewhere in this Lease, an "Encumbrance" is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingtherein, and the holder of an Encumbrance that is superior to any advances made thereunder (any Tenant's leasehold interest is referred to in this Lease as the holder of the foregoing being a "Superior Interest.") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time.
b. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest an Encumbrance is created following the execution date of this Lease, Landlord's then this Lease shall be automatically subject and subordinate to such Encumbrance upon delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required executed by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf Encumbrance providing that, that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and XxxxxxTenant's rights hereunder and will not disturb XxxxxxTenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of , and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of a Superior Interest to the Encumbrance. Tenant shall, within fifteen (15) days after Landlord's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21. b. are included in such document. Notwithstanding anything to the contrary herein, if, in order to obtain a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is pursuant to request in good faith the execution and delivery of such agreementParagraphs 21.a. Further, if in order to obtain such non-disturbance agreementor b. hereof, Landlord is required to expend any sum, Tenant shall reimburse Landlord for such sums within fifteen (15) days following receipt of Landlord's written request therefor.
c. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall so notify Tenant immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant may elect on the terms and conditions set forth herein upon notice from Landlord of such transfer, subject to pay such sum or withdraw its request for a the terms of any applicable non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Ask Jeeves Inc)
Subordination and Attornment. a. This Lease is expressly made and the Tenant's rights under this Lease are subject and subordinate to any ground lease or underlying lease (including the Site Leases), first mortgage, first deed of trusttrust or other first lien encumbrance or indenture (or series of mortgages held by or for the benefit of Affiliated parties), ground lease, underlying lease whether encumbering any Theatre Property or like encumbrance affecting any part the interest of the Real Property Landlord under any of the Site Leases, together with any renewals, extensions, modifications, consolidations, and replacements of them listed on Exhibit C that now or at any subsequent time affects any Parcel of Property, Theatre Improvement or Unit of Equipment or any interest of the Landlord therein which is now existing in any Parcel of Property, Theatre Improvement or hereafter executed Unit of Equipment or recordedthe Landlord's interest in this Lease and the estate created by this Lease or such landlord's interest; provided, that this Lease shall not be subordinate to any Lien created by Landlord other than a Landlord Permitted Lien; and any and all mortgages and other encumbrances on the interest of a Site Landlord under its Site Lease or in and to the estate of such Site Landlord in and to the real property interest of the Site Landlord thereunder. This provision will be self-operative and no further instrument of subordination will be required in order to effect it. Nevertheless, the Tenant will execute, acknowledge and deliver to the Landlord, at any time and from time to time, within ten (10) Business Days following written demand by the Landlord, documents reasonably requested by the Landlord, any present Site Landlord or future modificationunderlying lessor or any mortgagee, amendment or supplement any holder of a deed of trust or other instrument described in this paragraph, to any of confirm or effect the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to if Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to not obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that from the holder of any Superior Interest ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture a reasonably acceptable non-disturbance and attornment agreement, this Lease shall not be subject and subordinate to such ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien except to the extent now so provided in place as any Site Lease. Such non-disturbance and attornment agreement will provide, among other things, that anyone succeeding to the interest of the date Landlord as a result of the exercise of its rights under any ground lease or underlying lease, first mortgage, first deed of trust or other first lien encumbrance or indenture or other Landlord Permitted Lien will not be bound by (i) any payment of Basic Rent, Additional Rent or any other amount payable hereunder for more than one month in advance, or (ii) any amendment or modification of this Lease execute made thereafter without its written consent, or (iii) any claim against the Landlord arising prior to the date that the successor succeeded to the Landlord's interest (except to the extent such claim relates to a written "non-disturbance agreement" on Tenant's behalf providing thatcondition or circumstance which continues to exist thereafter), if Tenant or (iv) any claim or offset of Basic Rent, Additional Rent or any other amount owing hereunder against the Landlord (except to the extent such claim or offset relates to a condition or circumstance which continues to exist thereafter but then, so long as such party is not in default under this Lease beyond any applicable grace periodan Affiliate of Landlord, that only as to the time period following such party party's succession to the interest of landlord hereunder). Upon request by the successor and without cost to the Landlord or the successor, the Tenant will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderexecute, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute acknowledge and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith reasonable documents confirming the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithattornment.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. If requested by Landlord, however, Tenant shall promptly execute any certificate or other reasonable document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being a "Superior Interest") Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, who shall also recognize Tenant’s rights to continued use and occupancy of the Premises under this Lease, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without the necessity any deduction or set-off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall continue in full force have the same rights as to this Lease as it would have had were this Lease executed and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following delivered before the execution of such Mortgages. Notwithstanding anything in this LeaseSection 27 to the contrary, Landlord's delivery Landlord shall use reasonable efforts to Tenant of obtain from any current and future Mortgagee a non-disturbance agreement on in form reasonably acceptable to Tenant and such holder's standard institutional form Mortgagee. If, in connection with obtaining financing for the Building, a Mortgagee shall be request reasonable modifications in this Lease as a condition to the subordination of this Lease such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant pays any fees hereunder, or charges required by such holder in order to obtain such non-disturbance agreement.
b. At adversely affect the leasehold interest hereby created or Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as use and enjoyment of the date Premises, or increase the amount of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease Annual Basic Rent and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession Additional Rent payable hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Maryland Full Service Office Lease (Gp Strategies Corp)
Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to (a) all present and future ground leases, operating leases, superior leases, overriding underlying leases and grants of term of the land on which the Building stands ("Land") and the Building or any portion thereof (collectively, including the applicable items set forth in Subdivision (d) of this Article 55, (the "Superior Lease"), (b) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Land, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (c) and (d) of this Article, the "Superior Mortgage") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Land only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is not subordinate to such mortgage, deed of trust(c) each advance made or to be made under the Superior Mortgage, ground leaseand (d) all amendments, underlying lease or like encumbrance affecting any part modifications, supplements, renewals, substitutions, refinancings and extensions of the Real Property or any interest Superior Lease and the Superior Mortgage and all spreaders and consolidations of Landlord therein which is now existing or hereafter executed or recordedthe Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. Tenant shall promptly execute and deliver, at its own expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing evidence such subordination; and if Tenant fail. Notwithstanding the foregoingto execute, Tenant shall, acknowledge or deliver any such instrument within ten (10) days after Xxxxxxxx's requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as XxxxxxTenant's attorney-in-fact fact, coupled with an interest, to execute execute, acknowledge and deliver any such instrument instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, in connection with the name obtaining, continuing or renewing of Tenant if Tenant fails to do so within such time. If financing for which the Building, Land or the interest of Landlord the lessee under the Superior Lease represents collateral, in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to whole or in lieu of proceedings for enforcement of any part, the Superior Interest, Tenant Mortgagee shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination request reasonable modifications of this Lease as a condition of such financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not materially and adversely increase the obligations of Tenant pays any fees hereunder, diminish the rights of Tenant under this Lease, or charges required by such holder cause a change in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession financial obligations hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Sublease (Miningco Com Inc)
Subordination and Attornment. a. This Lease is expressly made subject and shall be subordinate to any mortgagefuture Deed of Trust or Mortgage (a "MORTGAGE") that encumbers the building, deed and all renewals, modifications, amendments, extensions, assignments and participation thereof, if the mortgagee, beneficiary or owner thereof ("MORTGAGEE") enters into a Subordination and Non-Disturbance Agreement (an "SNDA") with Tenant that is reasonably acceptable to Tenant and Mortgagee and that contains a provision similar to the following: "As long as no Event of trustDefault by Tenant exists, ground lease, underlying lease or like encumbrance affecting any part Mortgagee shall not disturb Tenant's right to possession of the Real Property Premises or any interest other rights of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any Tenant under the Lease during the initial and subsequent Terms of the foregoingLease, and to any advances made thereunder (any the Lease and all rights and obligations of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn parties to the Purchaser, and this Lease shall continue in full force and effect effect, notwithstanding foreclosure of the Mortgage or transfer of the building in lieu of foreclosure." The word "Mortgagee(s)," as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of used in this Lease, Landlord's delivery shall include each Mortgagee that exists on the Commencement Date. This Lease is contingent upon each Mortgagee that exists on the Commencement Date entering into an SNDA with Tenant that is reasonably acceptable to Tenant of and the Mortgagee and that contains a non-disturbance agreement on such holder's standard institutional form shall be a condition provision similar to the subordination one quoted above in this subsection. b. Tenant shall attorn and pay rent to an entity that acquires the building by purchase at a foreclosure sale or by a deed in lieu of foreclosure, and shall recognize such entity as the Landlord under this Lease, if such entity agrees in writing with Tenant at the time of the transaction to assume this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenantand perform all of Landlord's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default obligations under this Lease beyond and acknowledges it and Tenant are contractually bound to each other under this Lease. Provided, however, such an agreement shall provide that such acquiring entity shall not be (1) liable for any applicable grace periodprevious act or omission of any prior landlord under this Lease, (2) subject to any offset, not expressly provided for in this Lease, that such party will recognize accrues to Tenant against Landlord under this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderprior to the sale or transfer, and if this Lease is (3) bound by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.previous
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "“Superior Interest"”) without the necessity of any further documentation evidencing such subordinationsubordination except as expressly required herein. Notwithstanding the foregoing, Tenant’s agreement to subordinate this Lease to any future Superior Interest is on the express condition that Landlord provide Tenant, at Landlord’s sole cost and expense, with a commercially reasonable nondisturbance agreement which shall provide that Tenant’s rights and interests under this Lease shall not be disturbed so long as Tenant is not in breach of this Lease after notice and an opportunity to cure. Subject to the foregoing, Tenant shall, within ten thirty (1030) days after 4885-9329-8068.6391320.00007/5-29-24/arb/bwt (35) Xxxxxxxx's ’s request, execute and deliver to Landlord a commercially reasonable document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any , provided such instrument in the name of Tenant if Tenant fails to do so within such timedocument does not materially decrease Tenant’s rights under this Lease or materially increase Tenant’s obligations under this Lease. If the interest of Landlord in the Real Property or the Building is transferred to any person ("“Purchaser"”) pursuant to or in lieu of foreclosure or other proceedings for enforcement of any Superior Interest, then Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein, provided that Purchaser acquires and accepts the Real Property or the Building subject to this Lease. Upon Purchaser’s request, including any such request made by reason of the termination of this Lease as a result of such foreclosure or other proceedings, Tenant shall enter in to a new lease with Purchaser on the terms and conditions of this Lease applicable to the remainder of the term hereof. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoto Superior Interests as set forth above, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place may at any time (including as part of the date foreclosure or other proceedings for enforcement of such Superior Interest), upon written notice to Tenant, elect to have this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that be prior and superior to such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithInterest.
Appears in 1 contract
Samples: Office Lease (e.l.f. Beauty, Inc.)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project, provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Tenant's possession of the foregoing, and Premises pursuant to the terms of this Lease shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) days after Xxxxxxxx's requestwritten request from Landlord, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease to a particular Superior Interestrequired by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact acknowledges and agrees that its failure to execute and deliver any such instrument statement in a timely manner, in addition to being a Default under this Lease, could result in a loss of favorable financing for the name Project and Tenant agrees to be liable to Landlord for both actual and consequential damages resulting from breach hereunder. Notwithstanding anything contained herein to the contrary, if the holder of any Mortgage elects to have this Lease be prior to its lien, Tenant if Tenant fails agrees that upon receipt of notice of same from Landlord or such Mortgage holder, this Lease will be prior to do so within such timelien. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person ("Purchaser") pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the "New Owner"), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) at the option of New Owner, Tenant shall immediately be bound to the New Owner under the terms, covenants and automatically conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) at the option of New Owner, Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant's possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage (whether or not it acquires the interest of Landlord under this Lease beyond by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any applicable grace periodNew Owner shall be liable for any act or omission of Landlord or any offsets or defenses which Tenant might have against Landlord, that such party will recognize or bound by any prepayment by Tenant of more than one month's installment of Rent (unless the New Owner actually receives the prepaid Rent), or by any amendment or modification of this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is made subsequent to the granting of the Mortgage by operation of law terminated in a foreclosure, Landlord that a new lease will be entered into on the same terms as this Lease for the remaining pertains to term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrent.
Appears in 1 contract
Samples: Lease Agreement (Quantech LTD /Mn/)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following Following the execution of this LeaseLease by the parties, Landlord's delivery to Landlord shall obtain for Tenant from the current holder of a Superior Interest (as defined below)("Current Lender") a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided providing that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party Current Lender will recognize this Lease and XxxxxxTenant's rights hereunder and will not disturb XxxxxxTenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by Current Lender. The failure Any and all charges imposed by Current Lender for issuing the aforementioned non-disturbance agreement shall be borne by Tenant, which charges are Five Hundred Dollars ($500.00) if Tenant signs Current Lender's standard form without modification and One Thousand Dollars ($1,000.00), plus Current Lender's attorneys' fees, if Tenant requests revisions to the standard form. As used herein and elsewhere in this Lease, an "Encumbrance" is any mortgage, deed of such trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein, and the holder of an Encumbrance that is superior to Tenant's leasehold interest is referred to in this Lease as the holder of a "Superior Interest Interest."
b. If an Encumbrance is created following the date of this Lease, then this Lease shall be automatically subject and subordinate to such Encumbrance only upon delivery to Tenant of a non-disturbance agreement executed by the holder of the Encumbrance providing that if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Tenant's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof, and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Encumbrance. Tenant shall, within ten (10) days after Landlord's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21. b. are included in such document. If Tenant fails to execute and deliver to Landlord the required document within the required ten (10) day period, then Tenant agrees that Landlord shall have the right to execute and deliver such a instrument in lieu of Tenant and Tenant shall be bound thereby. Any and all charges imposed by the holder of the Encumbrance to issue the non-disturbance agreement shall be borne by Tenant.
c. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Tenant shall immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery notice from Landlord or Purchaser of such agreement. Furthertransfer, if in order subject to obtain such the terms of any applicable non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Kitara Media Corp.)
Subordination and Attornment. a. This Lease is expressly made and the rights of the Tenant hereunder shall be subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now all existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, Mortgages and to any advances made thereunder (any of all renewals, modifications, consolidations, replacements and extensions thereof. Whenever requested by the foregoing being Landlord or a "Superior Interest") without Mortgagee, the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten five (105) business days after Xxxxxxxx's such request, execute and deliver to Landlord a document evidencing enter into an agreement with the subordination of Mortgagee whereby the Tenant postpones or subordinates this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord any stipulated Mortgagee and agrees that whenever requested by such Mortgagee it shall attorn to and become the tenant of such Mortgagee, or any purchaser from such Mortgagee in the Real Property or event of the Building is transferred to any person ("Purchaser") pursuant to or in lieu exercise by the Mortgagee of proceedings its power of sale, for enforcement the then unexpired residue of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on Term upon all the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease. The Tenant shall, Landlord's delivery at the request of the Landlord or any lessor under any ground lease affecting the Building, enter into an agreement with such lessor to Tenant the effect that it shall attorn to and become the tenant of such lessor, or any successor or assign, if the lessor or any successor or assign should take possession of the Building as a result of a non-disturbance agreement on such holder's standard institutional form default tinder any ground lease for the then unexpired residue of the Term upon all the terms and conditions of this Lease. Upon written request by the Tenant, the Landlord shall be a condition use its best efforts (provided this shall not involve any expense) to obtain written assurances from the lessor under any ground lease of the Lands or the Building or any Mortgagee with an interest in the Building prior to that of the Tenant to the subordination of this Lease thereto, provided effect that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that so long as the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party owner or Mortgagee will recognize the Tenant's rights under this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxxthe Tenant's possession hereunder, and if this Lease is by operation occupancy of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithPremises.
Appears in 1 contract
Samples: Lease Agreement (Pri Automation Inc)
Subordination and Attornment. a. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property Project (each, a “Superior Lease”); (b) all mortgages or deeds of trust encumbering all or any interest portion of Landlord therein which is now existing the Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter executed or recordedto be made under each Superior Mortgage; (d) all renewals, any present or future modificationmodifications, amendment or supplement to any of the foregoing, replacements and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity extensions of any further documentation evidencing such subordinationSuperior Lease; and (e) all renewals, modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, the “Superior Interests,” and each holder of any such Superior Interest [including its successors in interest], a “Superior Interest Holder”). Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten (10) days after Xxxxxxxx's requestat any time, execute and deliver to Landlord a document evidencing subordinate its Superior Interest to the subordination lien of this Lease Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a particular Superior Interest. new lease or deed (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant hereby irrevocably appoints shall attorn to and recognize such Successor Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense which accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form Section 22.2 shall be a condition to the subordination self-operative and no further agreement of this Lease thereto, provided that Tenant pays any fees or charges required by such holder shall be necessary in order to obtain effect any such non-disturbance agreement.
b. At Tenant's written requestsubordination and attornment; however, Xxxxxxxx Tenant shall request nonetheless, within ten (10) days after Notice, execute, acknowledge and deliver any instrument that the holder of Landlord or any Superior Interest Holder may reasonably request to evidence such subordination and attornment, including any Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”). Tenant acknowledges its obligation to pay late charges as provided in place Section 32.8 for each day that Tenant is late in providing any such SNDA, commencing on the 11th day following Landlord’s request therefor, and continuing through the 20th day thereafter. If Tenant has not provided any such SNDA within twenty (20) days following Landlord’s written request therefor, Tenant hereby appoints Landlord as Tenant’s attorney-in-fact, which appointment is coupled with an interest, to execute, acknowledge and deliver any SNDA, in the form provided, for and on behalf of Tenant to the date party requesting same, without any liability on the part of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing thatLandlord for anything contained therein. However, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and is unwilling to rely on such SNDA from Landlord (or if this Lease Landlord is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease unwilling for the remaining term hereof. The failure of such holder of a Superior Interest any reason to execute and deliver such a nonSNDA as attorney-disturbance agreement upon Xxxxxxxx's request in-fact for Tenant), the daily late charges described in Section 32.8 shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith continue until such time as Tenant has provided the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithSNDA as originally requested.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any mortgagereciprocal easement or operating agreements, covenants, conditions and restrictions and Lessee shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Lessee agrees, upon written request of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property such Lender or any interest of Landlord therein which is now existing or hereafter executed or recordedpurchaser at such foreclosure sale, any present or future modification, amendment or supplement to any of the foregoing, attorn and pay rent to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute party and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any instruments necessary or appropriate to evidence or effectuate such instrument attornment. In the event of attornment, no Lender shall be: (i) liable for any act or omission of Lessor, or subject to any offsets or defenses which Lessee might have against Lessor (prior to such Lender becoming Lessor under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage, and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon Lessor, provided that prior to such notice Lessee has been notified in writing (by way of service on Lessee of a copy of an assignment of leases, or otherwise) of the name and address of Tenant such Lender. Lessee further agrees that if Tenant fails Lessor shall have failed to do cure such default within the time permitted Lessor for cure under this Lease, any such Lender whose address has been so within provided to Lessee shall have an additional period of thirty (30) days in which to cure (or such time. If the interest additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to by power of sale or judicial action or deed in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinforeclosure). Notwithstanding the foregoing, if a Superior Interest is created following the execution The provisions of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form Article shall be a condition self-operative; however, Lessee shall execute such documentation as Lessor or any Lender may request from time to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder time in order to obtain confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Lessee waives the provisions of any Law now or hereafter adopted which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease or Lessee's obligations hereunder if such non-disturbance agreement.
b. At Tenant's written requestforeclosure or power of sale proceedings are initiated, Xxxxxxxx shall request that prosecuted or completed. Lessee agrees to execute any instruments evidencing such subordination and attornment as reasonably may be required by the holder of any Superior Interest in place as mortgage or deed of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into trust on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithbuilding.
Appears in 1 contract
Samples: Lease Agreement (Symbion Inc/Tn)
Subordination and Attornment. a. This Lease Within sixty (60) days following the execution of this Lease, or as soon as reasonably possible thereafter, Landlord shall provide Tenant with a Subordination, Non-Disturbance and Attornment Agreement from Fleet National Bank (which is expressly made subject the only holder of a Superior Interest (as defined below) as of the date of this Lease) in the form attached as Exhibit H.
b. As used herein and subordinate to elsewhere in this Lease, an “Encumbrance” is any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoingtherein, and the holder of an Encumbrance that is superior to any advances made thereunder (any Tenant’s leasehold interest is referred to in this Lease as the holder of the foregoing being a "“Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. .” If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest an Encumbrance is created following the execution date of this Lease, Landlord's then this Lease shall be automatically subject and subordinate to such Encumbrance upon delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required executed by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf Encumbrance providing that, that if Tenant is not in default under this Lease beyond any applicable grace notice and cure period, that such party will recognize this Lease and Xxxxxx's Tenant’s rights hereunder and will not disturb Xxxxxx's Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of , and including such further matters and conditions to the foregoing as may be customarily and commercially reasonably required by the holder of the Encumbrance. Tenant shall, within fifteen (15) days after Landlord’s request, execute and deliver to Landlord a Superior Interest document evidencing the subordination of this Lease to a particular Encumbrance created after the date of this Lease, provided that the non-disturbance provisions provided for in this Paragraph 21.b. are included in such document. If Tenant fails to execute and deliver to Landlord the required instrument within the required fifteen (15) day period, then Landlord may send a second written notice to Tenant requesting that Tenant execute and deliver such instrument to Landlord pursuant to the terms hereof. Notwithstanding anything to the contrary herein, Tenant shall reimburse Landlord for (i) Landlord’s reasonable attorneys’ fees, if any, incurred in connection with obtaining a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder and (ii) any fees or charges assessed by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request the lender in good faith connection with the execution and delivery issuance of such agreement. Further, if in order to obtain such the non-disturbance agreement, such reimbursement to be made by Tenant within fifteen (15) days following receipt of Landlord’s written invoice therefor. The aforementioned reimbursement obligation shall only apply to non-disturbance agreements obtained pursuant to this Paragraph 21.b.
c. If the interest of Landlord in the Real Property or the Building is required transferred to expend any sumperson (“Purchaser”) pursuant to or in lieu of proceedings for enforcement of any Encumbrance, Landlord Tenant shall so notify Tenant immediately attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant may elect on the terms and conditions set forth herein upon notice from Landlord of such transfer, subject to pay such sum or withdraw its request for a the terms of any applicable non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgagein all respects to: (i) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Center and the Building or any interest portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of Landlord therein this Section, the "Superior Lease", and the party then exercising the rights of landlord thereunder being referred to herein as the "Superior Lessor"); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the "Superior Mortgage", and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the "Superior Mortgagee") whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is now existing not subordinate to such mortgage: (iii) each advance made or hereafter executed or recordedto be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding the foregoing; and if Tenant fails to execute, Tenant shall, acknowledge or deliver any such instrument within ten (10) 10 days after Xxxxxxxx's requestrequest therefor, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably constitutes and appoints Landlord as XxxxxxTenant's attorney-in-fact fact, coupled with an interest, to execute execute, acknowledge and deliver any such instrument in instruments for and on behalf of Tenant. The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the name Superior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of Tenant if Tenant fails such Superior Mortgage. If, at any time prior to do so within the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor's or Superior Mortgagee's or such time. If person's successors or assigns (the interest Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as "Successor Landlord") shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant agrees, at the election and upon request of any such Successor Landlord, to fully and completely attorn to and recognize any such Successor Landlord, as Tenant's landlord under this Lease upon the then-executory terms of this Lease; provided such Successor Landlord shall agree in writing to accept Tenant's attornment. The foregoing provisions of this Section shall: (i) inure to the Real Property or benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the Building is transferred termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the foregoing provisions of this Section, satisfactory to any person ("Purchaser") pursuant such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of its tenancy and Tenant hereby constitutes and appoints Landlord attorney-in-fact for Tenant to or in lieu execute any such instrument for and on behalf of proceedings for enforcement of any Superior InterestTenant, Tenant shall immediately and automatically attorn to the Purchaser, and such appointment being coupled with an interest. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease theretoexcept that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided that for in this Lease and asserted with reasonable promptness, which theretofore shall have accrued to Tenant pays against Landlord; (iii) obligated to perform any fees Leasehold Improvements or charges required other work with respect to the Premises; (iv) bound by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date previous modification or amendment of this Lease execute a written "non-disturbance agreement" on Tenantor by any previous prepayment of more than one month's behalf providing thatRent, if Tenant is not unless such modification or prepayment shall have been approved in default writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; or (vi) obligated to repair the Premises or the Building or any applicable grace periodpart thereof, that in the event of partial condemnation beyond such party will recognize repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken. Nothing contained in this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderSection shall be construed to impair any right otherwise exercisable by any such owner, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithlessee.
Appears in 1 contract
Samples: Industrial Gross Lease Agreement (Asset Acceptance Capital Corp)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage
(A) Tenant shall not, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of without the Real Property or any interest prior written consent of Landlord therein which is now existing or hereafter executed or recordedand Landlord’s lender, any present or future modificationgrant a leasehold mortgage against Tenant’s leasehold interest in the Premises.
(B) Tenant hereby agrees, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's upon Landlord’s written request, execute and deliver to Landlord a document evidencing the subordination of subordinate this Lease to any first mortgage covering Landlord’s interest in and to the Premises, provided that the holder of such mortgage (“Mortgagee”), Tenant and Landlord execute a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument SNDA in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately form attached hereto as Exhibit D attached hereto and automatically attorn to the Purchaser, and incorporated herein by this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on reference that sets forth the terms and conditions set forth hereinof such subordination, subject to such revisions as are acceptable to Landlord, Tenant and the Mortgagee. Notwithstanding The term “mortgage” whenever used in this Lease shall be deemed to include deeds to secure debt, deeds of trust, security assignments and any other encumbrances against Landlord’s interest in the foregoingPremises, if and any reference to the “Mortgagee” of a Superior Interest is created following mortgage shall be deemed to include the execution beneficiary under a deed of trust.
(C) Should Landlord sell, convey or transfer its interest in the Premises in accordance with the terms of this Lease or should any Mortgagee succeed to Landlord’s interest through foreclosure or deed in lieu thereof, then Tenant shall attorn to such succeeding party as its landlord under this Lease promptly upon any such succession, provided that such succeeding party assumes all of Landlord’s duties and obligations under this Lease, recognizes the Lease as if the succeeding party were an original party thereto, and agrees not to disturb Tenant’s leasehold interest and occupancy and use of the Premises hereunder in accordance with the SNDA and Section 13.1 hereof.
(D) Tenant shall deliver to the Mortgagee of any Mortgage simultaneously with notice being given to Landlord's delivery , by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has received written notice (by way of service on Tenant of a non-disturbance agreement on copy of an assignment of rents and leases, or otherwise) of the address of such holder's standard institutional form Mortgagee and containing a request therefor. Tenant further agrees that Mortgagee shall have a right to cure such default during the applicable cure period specified herein if Landlord fails to do so. This Lease may not be a condition to the subordination of modified or amended, nor shall this Lease theretobe cancelled or surrendered (except as expressly permitted under this Lease), provided that Tenant pays any fees or charges required by such holder without the prior written consent, in order to obtain such non-disturbance agreement.
b. At Tenant's written requesteach instance, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithMortgagee.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property or any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall will request that the holder of any the current Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreementsum. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Ask Jeeves Inc)
Subordination and Attornment. a. This Lease is expressly shall be subject and subordinate at all times, to the lien of the mortgages now or hereafter on the Leased Premises and to all advances made or hereafter to be made upon the security thereof, and subject and subordinate to the lien of any mortgage or mortgages which at any time may be made a lien upon the Leased Premises, provided, however, that anyone who forecloses such a lien or purchases from someone who forecloses such a lien shall recognize this Lease and Tenant’s right to possess the Property under this Lease and shall provide the Tenant notice of the intent to terminate this Lease at least 180 days’ prior to actual Lease termination. The TENANT will execute and deliver such further instrument or instruments subordinating this Lease to the lien of any such mortgage or mortgages as shall be desired by any mortgagee or proposed mortgagee. The TENANT hereby appoints the LANDLORD the attorney-in-fact of the TENANT, irrevocably, to execute and deliver any such instrument or instruments for the TENANT. If any holder of any mortgage, indenture, deed of trust, ground leaseor other similar instrument described above succeeds to LANDLORD's interest in the Leased Premises, underlying lease or like encumbrance affecting any part TENANT will pay to it Rents subsequently payable under this Lease. TENANT will, upon request of anyone so succeeding to the interest of LANDLORD, automatically become the TENANT of, and attorn to, the successor in interest without change in this Lease, provided that such successor will become the LANDLORD of the Real Property or TENANT under this Lease and either party can terminate this Lease with 180 days’ notice. The successor in interest will not be bound by
(1) any interest of Landlord therein which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement modification of this Lease made without its written consent, (2) any claim against LANDLORD arising prior to the date on which the successor succeeded to LANDLORD's interest, or (3) any claim or offset of Rent against the LANDLORD. Upon request by the successor in interest and without cost to LANDLORD or the successor in interest, TENANT will execute, acknowledge, and deliver an instrument or instruments confirming the attornment. The instrument of attornment will also provide that the successor in interest will not disturb TENANT in its use of the foregoingLeased Premises in accordance with this Lease. If TENANT fails or refuses to execute, acknowledge, and to any advances made thereunder deliver the instrument within twenty (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (1020) days after Xxxxxxxx's requestwritten demand, execute the successor in interest will be entitled to execute, acknowledge and deliver to Landlord a the document evidencing the subordination on behalf of this Lease to a particular Superior InterestTENANT as TENANT's attorney-in-fact. Tenant hereby TENANT constitutes and irrevocably appoints Landlord the successor in interest as XxxxxxTENANT's attorney-in-fact to execute execute, acknowledge, and deliver on behalf of TENANT any such instrument document described in the name of Tenant if Tenant fails to do so within such timethis paragraph. If ownership of the interest of Landlord Property should change under any circumstances, the Lease shall remain in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn effect as to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreementnew owner.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Lease Agreement
Subordination and Attornment. a. This Lease is expressly made and all rights of Tenant hereunder are and shall be subject and subordinate to any mortgagein all respects to: (i) all present and future ground leases, deed operating leases, superior leases, overriding leases and underlying leases and grants of trust, ground lease, underlying lease or like encumbrance affecting any part term of the Real Property Center and the Building or any interest portion thereof (collectively, including the applicable items set forth in Subdivision (iv) of Landlord therein this Section, the “Superior Lease”, and the party then exercising the rights of landlord thereunder being referred to herein as the “Superior Lessor”); (ii) all mortgages and building loan agreements, including leasehold mortgages and spreader and consolidation agreements, which may now or hereafter affect the Center, the Building or the Superior Lease (collectively, including the applicable items set forth in Subdivisions (iii) and (iv) of this Section, the “Superior Mortgage”, and the party then exercising the rights of mortgagee, beneficiary or secured party thereunder being referred to herein as the “Superior Mortgagee”) whether or not the Superior Mortgage shall also cover other lands or buildings or leases except that a mortgage on the Center only shall not be a Superior Mortgage so long as there is in effect a Superior Lease which is now existing not subordinate to such mortgage: (iii) each advance made or hereafter executed or recordedto be made under the Superior Mortgage; and (iv) all renewals, modifications, replacements, supplements, substitutions and extensions of the Superior Lease and the Superior Mortgage and all spreaders and consolidations of the Superior Mortgage. The provisions of this Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver, at its own cost and expense, any present instrument, in recordable form if requested, that Landlord, the Superior Lessor or future modification, amendment or supplement the Superior Mortgagee may reasonably request to any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing evidence such subordination. Notwithstanding The Superior Mortgagee may elect that this Lease shall have priority over its Superior Mortgage and, upon notification by the foregoingSuperior Mortgagee to Tenant, this Lease shall be deemed to have priority over such Superior Mortgage, whether this Lease is dated prior to or subsequent to the date of such Superior Mortgage. If, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor’s or Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery of a new lease or deed or otherwise, Tenant shallagrees, within ten (10) days after Xxxxxxxx's requestat the election and upon request of any such Successor Landlord, execute to fully and deliver completely attorn to Landlord a document evidencing and recognize any such Successor Landlord, as Tenant’s landlord under this Lease upon the subordination then-executory terms of this Lease Lease; provided such Successor Landlord shall agree in writing to a particular Superior Interestaccept Tenant’s attornment. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact The foregoing provisions of this Section shall: (i) inure to execute and deliver the benefit of any such Successor Landlord; (ii) apply notwithstanding that, as a matter of law, this Lease may terminate upon the termination of the Superior Lease; (iii) be self-operative upon any such demand; and (iv) require no further instrument in to give effect to said provisions. Tenant, however, upon demand of any such Successor Landlord agrees to execute, from time to time, instruments to evidence and confirm the name foregoing provisions of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred this Section, reasonably satisfactory to any person ("Purchaser") pursuant to or in lieu such Successor Landlord, acknowledging such attornment and setting forth the terms and conditions, of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and its tenancy. Upon such attornment this Lease shall continue in full force and effect as a direct lease between the Purchaser such Successor Landlord and Tenant on upon all of the then-executory terms of this Lease except that such Successor Landlord shall not be: (i) liable for any previous act or omission or negligence of Landlord under this Lease; (ii) subject to any counterclaim, defense or offset, not expressly provided for in this Lease and conditions set forth hereinasserted with reasonable promptness, which theretofore shall have accrued to Tenant against Landlord; (iii) obligated to perform any Tenant Improvements or other work with respect to the Premises; (iv) bound by any previous previous prepayment of more than one month’s Rent, unless such modification, amendment, consensual termination or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease; (v) obligated to repair the Premises or the Building or any part thereof, in the event of total or substantial total damage beyond such repair as can reasonably be accomplished from the net proceeds of insurance actually made available to Successor Landlord; (vi) obligated to repair the Premises or the Building or any part thereof, in the event of partial condemnation beyond such repair as can reasonably be accomplished from the net proceeds of any award actually made available to Successor Landlord, as consequential damages allocable to the part of the Premises or the Building not taken; or (vii) liable for the return of any Security Deposit unless such Security Deposit has been delivered to Successor Landlord by Landlord or is in an escrow fund available to Successor Landlord. Notwithstanding the foregoingNothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, if holder or lessee. Within a Superior Interest is created reasonable period of time following the complete execution of this Lease and, as appropriate, after the placement of all future mortgages, Landlord shall obtain, from all Superior Mortgagees and Superior Lessors, one of more agreements of nondisturbance in favor of the Tenant, such that, if, at any time prior to the termination of this Lease, the Superior Lessor or the Superior Mortgagee or any person, or the Superior Lessor’s or Superior Mortgagee’s or such person’s successors or assigns (the Superior Lessor, Superior Mortgagee and any such person or successor or assign being herein collectively referred to as “Successor Landlord's ”) shall succeed to the rights of Landlord under this Lease through possession or foreclosure or delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form new lease or deed or otherwise, then Tenant’s rights under this Lease shall not be a condition to disturbed and shall remain in full force and effect for the subordination Term so long as Tenant timely performs and observes all of the terms, covenants and conditions of this Lease theretoto be performed or observed by it, subject to the notice and cure periods set forth herein, and provided that Tenant pays agrees to attorn to the Successor Landlord upon any fees such foreclosure or charges required sale or re-leasing and recognize such Successor Landlord as the Landlord under this Lease. Such agreement or agreements of nondisturbance shall take such form as Tenant and such Superior Mortgagees or Superior Lessors shall agree, but Landlord’s obligation shall be limited to obtaining such agreements of nondisturbance in the form or forms customarily agreed to by such holder in order Superior Mortgagees or Superior Lessors. Landlord shall have no obligation to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that negotiate the holder form of any Superior Interest in place as agreement of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, nondisturbance if Tenant is not in default and any Superior Mortgagee or Superior Lessor disagree with respect to the form or content of a proposed agreement of nondisturbance. The obligations of Landlord and Tenant under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, be impaired if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and any such Superior Mortgagee or Superior Lessor disagree as to the form or content of any nondisturbance agreement which is offered to Tenant may elect to pay by any such sum Superior Mortgagee or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithSuperior Lessor.
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Subordination and Attornment. a. This Lease is expressly made lease and all rights of Lessee hereunder are subject and subordinate to any mortgageall ground and/or underlying Leases and to all trust indentures and mortgages, deed blanket or otherwise, which do now or may hereafter affect the same or the real property of trust, ground lease, underlying lease or like encumbrance affecting any which the Demised Premises form a part of the Real Property or any interest of Landlord therein (and which is now existing or hereafter executed or recorded, any present or future modification, amendment or supplement to any of the foregoing, may also affect other property) and to any advances made thereunder (any and all renewals, modifications, consolidations, replacements and extensions hereof. It is the intention of the foregoing being a "Superior Interest") without the necessity parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of any further documentation evidencing such subordinationthis Lease. Notwithstanding the foregoing, Tenant Lessee shall, within ten (10) days after Xxxxxxxx's requesthowever, execute upon demand at any time or times, promptly execute, acknowledge and deliver to Landlord a document evidencing Lessor, without expense to Lessor, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Lessee hereunder to any such Leases, indentures, and/or mortgages or to confirm or evidence said subordination. Lessee covenants and agrees, in the subordination event any proceedings are brought for the foreclosure of any such mortgage, to attorney to the purchaser upon any such foreclosure sale and to recognize such purchaser as the Lessor under this Lease or, in the event of the termination, for any reason whatsoever, of any such underlying Lease above referred to, that Lessee (at the option of the holder of the reversion under such underlying Lease to be evidenced by written notice of election to Lessee) will attorn to and recognize such holder as the then Lessor under this Lease to a particular Superior Interestthe same extent and effect as the original lessor hereunder. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact Lessee agrees to execute and deliver at any time and from time to time, upon the request of lessor or of any such holder, any instrument which, in the name sole judgment of Tenant if Tenant fails Lessor, may be necessary or appropriate in any of such events to do so within evidence such timeattornment. If Lessee further waives the interest provisions of Landlord any statute or rule of law, now or hereafter in effect, which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease and the obligation of Lessee hereunder in the Real Property or the Building event any such foreclosure proceeding is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaserbrought, and agrees that this Lease shall continue not be affected in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on any way whatsoever by any such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreementforeclosure proceeding.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Lease Agreement (Osl Holdings Inc.)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such a "Superior Interest") new landlord without the necessity any deduction or set-off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall continue in full force have the same rights as to this Lease as it would have had were this Lease executed and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following delivered before the execution of this Leasesuch Mortgages. Upon Tenant's written request, Landlord's delivery Landlord shall use reasonable efforts, excluding the payment of money, to Tenant of obtain a non-disturbance agreement on from Landlord's Mortgagee with respect to this Lease. Landlord agrees to submit to such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" Mortgagee on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder prepared by XxxxxxxxTenant, it being understood however, Landlord makes no representation that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of its Mortgagee will execute any such agreement. FurtherNotwithstanding anything contained in the Lease to the contrary, if this Lease and Tenant's rights thereunder, shall not be subject and subordinate in order any way to obtain such non-disturbance agreementany future mortgages, Landlord is required to expend any sum, Landlord shall so notify unless Tenant and Tenant may elect to pay such sum or withdraw its request for receives a non-disturbance agreementagreement from each future mortgagee. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder, or materially adversely affect the leasehold interest hereby created or Tenant's use and enjoyment of the Premises, or increase the amount of Annual Basic Rent and Additional Rent payable hereunder. Tenant agrees that, if Baltimore City acquires title to the Building and/or the Project, by reason of the Provisions of the City Disposition Agreement, Tenant shall attorn to Baltimore City, recognize Baltimore City as the Landlord under this Lease, and make all payments required hereunder to Baltimore City without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such reverter of title to Baltimore City occurs. In connection with such attornment by Tenant to Baltimore City, the possession of Tenant of the Premises shall not be disturbed so long as Tenant shall not be in default under this Lease. This non-disturbance agreement shall be self-operative and no event further agreement between Baltimore City and Tenant shall Landlord be required necessary to expend any sums in connection therewitheffect same.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingTenant, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver provided that any such instrument future Mortgagee first agrees in writing that in the name event of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interestforeclosure, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall not be a condition to the subordination of this Lease thereto, disturbed provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace notice or cure period. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the Mortgages, Tenant, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without any deduction or set-off of any kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such party will recognize foreclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the contrary, any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to be senior to such Mortgages without regard to the respective dates of execution and/or recordation of such Mortgages and this Lease and Xxxxxx's thereafter such Mortgagee shall have the same rights hereunder as to this Lease as it would have had were this Lease executed and delivered before the execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease as a condition to such financing, Tenant will not disturb Xxxxxx's possession unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant hereunder, or materially adversely affect the leasehold interest hereby created or Tenant's use and if this Lease is by operation enjoyment of law terminated in a foreclosurethe Premises, that a new lease will be entered into on or increase the same terms as this Lease for the remaining term hereof. The failure amount of such holder of a Superior Interest to execute Annual Basic Rent and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithAdditional Rent payable hereunder.
Appears in 1 contract
Samples: Maryland Multi Tenant Industrial Lease (Crown Books Corp)
Subordination and Attornment. a. This Lease Lease, along with all rights of Tenant hereunder, is expressly made and shall be subject and subordinate to to: (a) all ground leases encumbering all or any mortgage, deed of trust, ground lease, underlying lease or like encumbrance affecting any part portion of the Real Property Project (each, a “Superior Lease”); (b) all mortgages or deeds of trust encumbering all or any interest portion of Landlord therein which is now existing the Project (each, a “Superior Mortgage”), whether or not affecting properties or interests other than the Premises or the Project; (c) each and every advance made or hereafter executed or recordedto be made under each Superior Mortgage; (d) all renewals, modifications, replacements and extensions of any present or future modificationSuperior Lease; and (e) all renewals, amendment or supplement to modifications, replacements, extensions, spreaders and consolidations of any Superior Mortgage (all such interests in clauses (a) through (e) collectively, whether in existence as of the foregoingdate of this Lease, and to or first encumbering all or any advances made thereunder (any portion of the foregoing Project after the date of this Lease, being a "referred to as the “Superior Interest") without the necessity Interests,” and each holder of any further documentation evidencing such subordinationSuperior Interest [including its successors in interest], a “Superior Interest Holder”). Landlord hereby represents to Tenant that there is no Superior Interest which exists as of the date of this Lease. Notwithstanding the foregoing, Tenant shallany Superior Interest Holder may elect, within ten (10) days after Xxxxxxxx's requestat any time, execute and deliver to Landlord a document evidencing subordinate its Superior Interest to the subordination lien of this Lease Lease. If any Superior Interest Holder succeeds to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a particular Superior Interest. new lease or deed (such party so succeeding to Landlord’s rights herein called “Successor Landlord”), then Tenant hereby irrevocably appoints shall attorn to and recognize such Successor Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaserunder this Lease, and this Lease shall continue in full force and effect as a direct lease between the Purchaser Successor Landlord and Tenant, and Successor Landlord shall not disturb Tenant’s quiet enjoyment and possession of the Premises for so long as Tenant on faithfully performs its obligations under the terms and conditions Lease. No Successor Landlord shall be (w) deemed to have assumed or to otherwise have liability for any default, act or omission of any Landlord having an interest in the Project prior to the date such Successor Landlord acquires title thereto; (x) subject to any defense that accrued to Tenant prior to such date, or (y) bound by any modification of the Lease made without the prior written consent of such Successor Landlord, unless such modification is made before Tenant receives written notice of the Superior Interest held by such Successor Landlord; or (z) bound by any Rent paid more than one month in advance, unless such Rent is actually received by Successor Landlord. The agreements set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form Section 22.2 shall be a condition to the subordination self-operative and no further agreement of this Lease thereto, provided that Tenant pays any fees or charges required by such holder shall be necessary in order to obtain effect any such non-disturbance agreement.
b. At Tenant's written requestsubordination and attornment; however, Xxxxxxxx shall request that with respect to the holder interest of any Superior Interest in place as Holder first encumbering all or any portion of the project after the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under and to which Landlord intends that this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation be subordinate to the interest of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sumHolder, Landlord shall so notify provide to Tenant a Subordination, Non-Disturbance and Attornment Agreement (an “SNDA”) on a commercially reasonable form (in the context of a creditworthy tenant similar to the creditworthiness of Tenant and Tenant may elect to pay occupying space in a first class office central business district high rise office building located in a major metropolitan city such sum as Los Angeles, Chicago, New York or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithSan Francisco) of an institutional lender or major life insurance company.
Appears in 1 contract
Samples: Lease Agreement (JMP Group LLC)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to (i) the lien of any mortgage, deed of trust, ground lease, underlying lease Mortgage which may now or like encumbrance affecting any hereafter encumber all or part of the Real Property or Project, and (ii) all existing recorded restrictions, covenants, easements and agreements with respect to the Project; provided, however, that so long as this Lease is in full force and effect and Tenant is not in default beyond any interest of Landlord therein which is now existing or hereafter executed or recordedapplicable cure period hereunder, any present or future modification, amendment or supplement to any Txxxxx’s possession of the foregoing, and Premises shall not be disturbed. In order to confirm such subordination (and/or any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoingother terms set forth in this Section), Tenant shall, within ten (10) business days after Xxxxxxxx's requestwritten request from Landlord, execute and deliver to Landlord a or any Mortgage holder, any certification, instrument or other document evidencing the subordination of this Lease required by Landlord or such Mortgage holder, in form and content as reasonably required by Landlord or such Mortgage holder. Txxxxx acknowledges and agrees that its failure to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument statement in the name of Tenant if Tenant fails to do so within such timea timely manner is a Default under this Lease. If the interest interests of Landlord in the Real Property or the Building is under this Lease shall be transferred to any person ("Purchaser") pursuant to or by reason of foreclosure, deed in lieu of foreclosure or other proceedings for enforcement of any Superior InterestMortgage to any third party transferee (including without limitation the holder of any such Mortgage) (sometimes called the “New Owner”), then (i) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder, (ii) Tenant shall immediately be bound to the New Owner under the terms, covenants and automatically conditions of this Lease for the balance of the term remaining, including any extensions or renewals, with the same force and effect as if the New Owner were Landlord under this Lease, (iii) Tenant shall attorn to the PurchaserNew Owner as its Landlord, and (iv) so long as this Lease shall continue is in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default beyond any applicable cure period hereunder at the time of transfer to New Owner, this Lease shall remain in full force and effect and the New Owner shall not disturb Tenant’s use and possession of the Premises. Notwithstanding anything in this Lease to the contrary, neither the holder of any Mortgage, its successors or assigns (whether or not it acquires the interest of Landlord under this Lease beyond by foreclosure, deed in lieu of foreclosure or other proceedings to enforce a Mortgage) or any applicable grace periodNew Owner shall be liable for any act, that such party will recognize omission and/or breach of the Lease by Landlord other than continuing defaults, or bound by (a) any offsets or defenses which Tenant might have against Landlord, (b) any prepayment by Tenant of more than one (1) month’s installment of Rent, (c) any amendment or modification of this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereundermade subsequent to the granting of the Mortgage by Landlord without its prior written consent, and if this Lease is (d) the application of insurance or condemnation proceeds or the restoration of the Premises by operation Landlord in the event of law terminated in a foreclosurecasualty loss thereto or a taking thereof, that a new lease will be entered into (e) the commencement or completion of any construction or restoration, or (f) restrictions on the same terms as this Lease use of other properties owned by Landlord for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithpurposes which compete with Tenant.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being a "Superior Interest") Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without the necessity any deduction or set-off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any Law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such Mortgages and this Lease and thereafter such Mortgagee shall continue in full force have the same rights as to this Lease as it would have had were this Lease executed and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following delivered before the execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be Lease as a condition to the subordination of this Lease such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant pays any fees hereunder, or charges required by such holder in order to obtain such non-disturbance agreement.
b. At materially adversely affect the leasehold interest hereby created or Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as use and enjoyment of the date Premises, or increase the amount of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Annual Basic Rent or Additional Rent payable hereunder or require Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrelocate.
Appears in 1 contract
Subordination and Attornment. a. This Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any mortgagee or beneficiary with a mortgage or deed of trust encumbering the Property or any portion thereof, or any lessor of a ground or underlying lease with respect to the Property or any portion thereof (any such mortgagee, beneficiary or lessor, a “Holder”), this Lease is expressly made will be subject and subordinate to at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Property; (ii) the lien of any mortgage, deed or deed of trust, ground lease, underlying lease trust which may now exist or like encumbrance hereafter be executed affecting any part of the Real Property or any interest portion thereof; (iii) all past and future advances made under any such mortgages, deeds or deeds of Landlord therein trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages, deed and deeds of trust (collectively, “Security Documents”) which is may now existing exist or hereafter be executed which constitute a lien upon or recordedaffect the Property or any portion thereof, any present or future modification, amendment or supplement to Landlord’s interest and estate in any of the foregoing, and to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordinationsaid items. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such Security Documents to this Lease. In the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter or the Tenant shall, within ten Space by reason of any termination or foreclosure of any such Security Documents (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the notwithstanding any subordination of such Security Document to this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument that may or may not have occurred), at the election of Landlord’s successor in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interestinterest, Tenant shall immediately and automatically agrees to attorn to and become the Purchasertenant of such successor, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, Landlord's delivery which event Tenant’s right to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as possession of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Property will not be disturbed as long as Tenant is not in default under this Lease beyond Lease. Tenant hereby waives any applicable grace period, that such party will recognize right under any Applicable Law or otherwise to terminate or otherwise adversely affect this Lease and Xxxxxx's rights the obligations of Tenant hereunder in the event of any termination or transfer of Landlord’s estate or interest in the Property, the Building, the Datacenter or the Tenant Space by reason of any termination or foreclosure of any such Security Documents. Tenant covenants and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest agrees to execute and deliver deliver, within ten (10) business days of receipt thereof, and in the form reasonably required by Landlord or in the standard form required by any Holder, any additional documents evidencing the priority or subordination of this Lease and Tenant’s agreement to attorn with respect to any such Security Document; provided, however, any such agreement subordinating this Lease to such lease, mortgage or deed of trust shall contain a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request nondisturbance provision in good faith the execution and delivery standard form of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithHolder.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and all of Tenant’s rights hereunder shall be subordinate to any ground lease or underlying lease, and the lien of any mortgage, deed of trust, ground leaseor any other security instrument now or hereafter affecting or encumbering the Building, underlying lease or like encumbrance affecting any part of the Real Property thereof 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 foregoingtherein, and to any and all advances made thereunder on the security thereof or Landlord’s interest therein, and to all renewals, modifications, consolidations, replacements and extensions thereof (any an “encumbrance”, the holder of the foregoing beneficial interest thereunder being referred to as an “encumbrancer”). An encumbrancer may, however, subordinate its encumbrance to this Lease, and if an encumbrancer so elects by notice to Tenant, this Lease shall be deemed prior to such encumbrance. If any encumbrance to which this Lease is subordinate is foreclosed, or a "Superior Interest") without deed in lieu of foreclosure is given to the necessity encumbrancer thereunder, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; and if any encumbrance consisting of a ground lease or underlying lease to which this Lease is subordinate is terminated, Tenant shall attorn to the lessor thereof. Tenant shall execute, acknowledge and deliver in a commercially reasonable form as requested by Landlord or any encumbrancer, any documents required to evidence or effectuate the subordination hereunder, or to make this Lease prior to the lien of any further documentation evidencing encumbrance, or to evidence such subordinationattornment provided that such documents shall include any encumbrancer’s agreement to nondisturbance provisions substantially similar to those contained in Section 21.2 below. Notwithstanding Landlord and Tenant shall mutually use commercially reasonable efforts to obtain from the foregoing, Tenant shallholder of any existing encumbrance on the Project, within ten thirty (1030) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, a subordination and nondisturbance agreement in form reasonably acceptable to Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be a condition to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithencumbrancer.
Appears in 1 contract
Samples: Office Lease (Mobitv Inc)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to all Mortgages now or hereafter placed upon the Building, and all other encumbrances and matters of public record applicable to the Building, including without limitation, any mortgagereciprocal easement or operating agreements, covenants, conditions and restrictions and Lessee shall not act or permit the Premises to be operated in violation thereof. If any foreclosure or power of sale proceedings are initiated by any Lender or a deed in lieu is granted (or if any ground lease is terminated), Lessee agrees, upon written request of trust, ground lease, underlying lease or like encumbrance affecting any part of the Real Property such Lender or any interest of Landlord therein which is now existing or hereafter executed or recordedpurchaser at such foreclosure sale, any present or future modification, amendment or supplement to any of the foregoing, attorn and pay rent to any advances made thereunder (any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute party and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any instruments necessary or appropriate to evidence or effectuate such instrument attornment. In the event of attornment, no Lender shall be: (i) liable for any act or omission of Lessor, or subject to any offsets or defenses which Lessee might have against Lessor (prior to such Lender becoming Lessor under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such Lender, or (iii) bound by any future modification of this Lease not consented to by such Lender. Any Lender may elect to make this Lease prior to the lien of its Mortgage. and if the Lender under any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage; such elections shall be effective upon written notice to Lessee. Lessee agrees to give any Lender by certified mail, return receipt requested, a copy of any notice of default served by Lessee upon Lessor, provided that prior to such notice Lessee has been EASTPARK notified in writing (by way of service on Lessee of a copy of an assignment of leases, or otherwise) of the name and address of Tenant such Lender. Lessee further agrees that if Tenant fails Lessor shall have failed to do cure such default within the time permitted Lessor for cure under this Lease, any such Lender whose address has been so within provided to Lessee shall have an additional period of thirty (30) days in which to cure (or such time. If the interest additional time as may be required due to causes beyond such Lender's control, including time to obtain possession of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to by power of sale or judicial action or deed in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth hereinforeclosure). Notwithstanding the foregoing, if a Superior Interest is created following the execution The provisions of this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form Article shall be a condition self-operative; however, Lessee shall execute such documentation as Lessor or any Lender may request from time to the subordination of this Lease thereto, provided that Tenant pays any fees or charges required by such holder time in order to obtain confirm the matters set forth in this Article in recordable form. To the extent not expressly prohibited by Law, Lessee waives the provisions of any Law now or hereafter adopted which may give or purport to give Lessee any right or election to terminate or otherwise adversely affect this Lease or Lessee's obligations hereunder if such non-disturbance agreement.
b. At Tenant's written requestforeclosure or power of sale proceedings are initiated, Xxxxxxxx shall request that prosecuted or completed. Lessee agrees to execute any instruments evidencing such subordination and attornment as reasonably may be required by the holder of any Superior Interest in place as mortgage or deed of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into trust on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithbuilding.
Appears in 1 contract
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to the liens of all mortgages, deeds of trust and other security instruments now or hereafter placed upon the Building or the Property or any mortgageportion thereof and all ground and other underlying leases from which Landlord's interest is derived (said mortgages, deed deeds of trust, other security instruments, and ground leaseleases being hereinafter referred to as "Mortgages" and the mortgagees, 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 recordedbeneficiaries, any present or future modificationsecured parties, amendment or supplement and ground lessors thereunder from time to any of the foregoingtime being hereinafter called "Mortgagees"), and to any advances made thereunder (and all renewals, extensions, modifications, or refinancings thereof, without any further act of the Tenant. If requested by Landlord, however, Tenant shall promptly execute any certificate or other document confirming such subordination. Tenant agrees that, if any proceedings are brought for the foreclosure of any of the foregoing being a "Superior Interest") Mortgages, Tenant, if requested to do so by the purchaser at the foreclosure sale, shall attorn to the purchaser, recognize the purchaser as the landlord under this Lease, and make all payments required hereunder to such new landlord without the necessity any deduction or set-off of any further documentation evidencing kind whatsoever. Tenant waives the provisions of any law or regulation, now or hereafter in effect, which may give, or purport to give, Tenant any right to terminate this Lease or to alter the obligations of Tenant hereunder in the event that any such subordinationforeclosure or termination or other proceeding is prosecuted or completed. Notwithstanding anything contained herein to the foregoingcontrary, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute any Mortgagee may at any time subordinate the lien of its Mortgages to the operation and deliver to Landlord a document evidencing the subordination effect of this Lease without obtaining the Tenant's consent thereto, by giving the Tenant written notice thereof, in which event this Lease shall be deemed to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact be senior to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn Mortgages without regard to the Purchaser, respective dates of execution and/or recordation of such 26 Mortgages and this Lease and thereafter such Mortgagee shall continue in full force have the same rights as to this Lease as it would have had were this Lease executed and effect as a direct lease between the Purchaser and Tenant on the terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following delivered before the execution of such Mortgages. If, in connection with obtaining financing for the Building, a Mortgagee shall request reasonable modifications in this Lease, Landlord's delivery to Tenant of a non-disturbance agreement on such holder's standard institutional form shall be Lease as a condition to the subordination of this Lease such financing, Tenant will not unreasonably withhold, delay or defer its consent thereto, provided that such modifications do not materially adversely increase the obligations of Tenant pays any fees hereunder, or charges required by such holder in order to obtain such non-disturbance agreement.
b. At materially adversely affect the leasehold interest hereby created or Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as use and enjoyment of the date Premises, or increase the amount of this Lease execute a written "non-disturbance agreement" on Annual Basic Rent and Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession Share of Increased Operating Costs payable hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewith.
Appears in 1 contract
Samples: Office Lease (Quepasa Com Inc)
Subordination and Attornment. a. This Lease is expressly made subject and subordinate to any mortgageall Superior Leases and Mortgages (defined in Section 24.4), deed of trustand Tenant will attorn to each person or entity that succeeds to Landlord's interest tinder this Lease, ground leaseprovided that such person or entity agrees in writing not to disturb Tenant's rights under this Lease as long as Tenant is not in default. This Section is self-operative, underlying lease but if requested to confirm a subordination and/or attornment or like encumbrance affecting any part of the Real Property non-disturbance, Tenant will execute subordination and/or attornment and/or non- disturbance agreements furnished by Landlord or any interest of Landlord therein which is now existing Landlord's lessor or hereafter executed or recorded, any present or future modification, amendment or supplement to mortgagee under any of the foregoing, Superior Leases and Mortgages (a "Landlord's Mortgagee") within twenty (20) days after request and provided that such agreements: materially substantively conform to any advances made thereunder (typical institutional forms of agreements then in use and do not result in a material adverse change in any of the foregoing being a "Superior Interest") without the necessity of any further documentation evidencing such subordination. Notwithstanding the foregoing, Tenant shall, within ten (10) days after Xxxxxxxx's request, execute and deliver to Landlord a document evidencing the subordination of this Lease to a particular Superior Interest. Tenant hereby irrevocably appoints Landlord as Xxxxxx's attorney-in-fact to execute and deliver any such instrument in the name of Tenant if Tenant fails to do so within such time. If the interest of Landlord in the Real Property or the Building is transferred to any person ("Purchaser") pursuant to or in lieu of proceedings for enforcement of any Superior Interest, Tenant shall immediately and automatically attorn to the Purchaser, and this Lease shall continue in full force and effect as a direct lease between the Purchaser and Tenant on the material terms and conditions set forth herein. Notwithstanding the foregoing, if a Superior Interest is created following the execution of this Lease, and provided that any such subordination agreements shall provide that the lender shall agree to concurrently deliver to Tenant any notices of Landlord's delivery default delivered to Landlord and to accept from Tenant a cure of a non-disturbance agreement on such holder's standard institutional form shall be a condition defaults (if and to the subordination extent that such defaults are curable by Tenant) within the cure periods for such defaults granted to Landlord under such loans; or materially substantively conform to one or more of the forms attached as Exhibit "J" hereto. However, if Landlord or Landlord's Mortgagee elects in writing, this Lease theretowill be superior to the Superior Leases and Mortgages specified, provided that Tenant pays any fees or charges required by such holder in order to obtain such non-disturbance agreement.
b. At Tenant's written request, Xxxxxxxx shall request that the holder of any Superior Interest in place as regardless of the date of this Lease execute a written "non-disturbance agreement" on Tenant's behalf providing that, if Tenant is not in default under this Lease beyond any applicable grace period, that such party will recognize this Lease and Xxxxxx's rights hereunder and will not disturb Xxxxxx's possession hereunderrecording, and if Tenant will execute an agreement confirming this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into election on the same terms as this Lease for the remaining term hereof. The failure of such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Xxxxxxxx's request shall not constitute a default hereunder by Xxxxxxxx, it being understood that Xxxxxxxx's sole obligation is to request in good faith the execution and delivery of such agreement. Further, if in order to obtain such non-disturbance agreement, Landlord is required to expend any sum, Landlord shall so notify Tenant and Tenant may elect to pay such sum or withdraw its request for a non-disturbance agreement. In no event shall Landlord be required to expend any sums in connection therewithrequest.
Appears in 1 contract
