Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Document.
Appears in 2 contracts
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc), Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination and Nondisturbance. Upon (a) This Lease shall be subject and subordinate to any mortgage, deed of trust, or any other hypothecation for security now or hereafter placed upon the Lessor's -------------------------------- request from time to time, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in Building and to any and all advances made on the Property under this Lease to the Lien of mortgages security thereof or deeds of trust encumbering the LessorLandlord's right, title and interest in and to the Propertytherein, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that . In the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such event any mortgage or deed of trust shall terminate to which this Lease is subordinate is foreclosed or otherwise adversely affect a deed in lieu of foreclosure is given to the Lessee's quiet and peaceful use and possession mortgagee or beneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of the Property for the uses and purposes permitted under this Leaseforeclosure. Tenant agrees to execute within ten (10) days any documents required to effectuate such subordination, nor shall the leasehold estate granted by to make this Lease be affected in any other manner, Lessee shall not (except prior to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission lien of any prior Lessor, (B) bound mortgage or deed of trust as may be requested by the holder of any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust, or to evidence such attornment, provided, however, as a pre-condition to Tenant's subordination to a mortgage and any subordination set forth in this Section below, the mortgagee shall first provide Tenant with a Subordination, Non-Disturbance and Attornment Agreement in the form attached hereto as Exhibit F.
(b) In the event any mortgage or cancellation deed of trust which is entered into by Landlord after the date hereof to which this Lease is subordinate is foreclosed or surrender a deed in lieu of foreclosure is given to the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, this Lease shall not be barred, terminated, cut off or foreclosed, nor shall the rights and possession of Tenant hereunder be disturbed if Tenant shall not then be in default in the event such mortgagee payment of rental and other sums due hereunder or beneficiary becomes the owner of the Property by foreclosure, conveyance otherwise be in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted default under the terms of this Lease, and if Tenant shall attorn to the purchaser, or grantee as provided in Section 29(a) above (provided, that, the landlord non-disturbance of Tenant's rights and lessor under possession of this Lease Section 29(b) shall not be contingent on whether Landlord requests Tenant's attornment) or, if requested, enter into a new lease for the remainder balance of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to hereof upon the same terms and conditions of provisions as are contained in this Lease. Lessee further covenants and agrees to execute and deliver upon .
(c) Landlord shall obtain a non-disturbance agreement from the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder holder of the Property existing first deed of trust covering the Building in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Document.form attached hereto as Exhibit F.
Appears in 2 contracts
Samples: Office Lease (NBC Internet Inc), Office Lease (Xoom Inc)
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time, the Lessee (a) The interest of Tenant hereunder shall execute an agreement subordinating the Lessee's right, title and interest in and be subordinate to the Property under this Lease to the Lien rights of mortgages or deeds any holder of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such a mortgage or beneficiary holder of such deed a ground lease of trust shall have property that includes the Premises and executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made recorded subsequent to the date of this Lease, unless such holder shall otherwise so elect, and in any event provided that such holder shall agree to recognize in writing the right of the Tenant to use and occupy the Premises and exercise and enjoy all of its other rights under this Lease upon the payment of Rent and the performance by the Tenant of the Tenant’s obligations hereunder (within applicable grace and cure periods) (but without any assumption by such holder of the Landlord’s obligations under this Lease which relate to periods prior to the date such holder acquired title to or took possession of the Premises); or
(b) If any holder of a mortgage or holder of a ground lease of property which includes the Premises, originally given to an institutional lender, shall so elect, this Lease, and the rights of the Tenant hereunder, shall be superior in right to the rights of such holder, with the same force and effect as if this Lease had been executed and delivered, and recorded, or a statutory notice hereof recorded, prior to the execution, delivery and recording of any such mortgage. Any election as to Subsection (b) above shall become effective upon notice from such holder to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder and by the recording in the appropriate registry or recorder’s office of an instrument, in which such holder subordinates its rights under such mortgage or deed ground lease to this Lease. In the event any holder shall succeed to the interest of trust) or cancellation of Landlord, the Tenant shall, and does hereby agree to attorn to such holder and to recognize such holder as its Landlord and Tenant shall promptly execute and deliver any instrument that such holder may reasonably request to evidence such attornment provided such document contains reasonably satisfactory non-disturbance provisions to allow Tenant to remain in occupancy pursuant to this Lease or surrender and exercise and enjoy all of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any its other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor rights under this Lease for as long as no Event of Default exists. The form of instrument attached as Exhibit K shall be deemed acceptable to Tenant. Upon such attornnent, the remainder of the term hereof, and Lessee holder shall perform and observe its obligations hereunder, subject only not be: (i) liable in any way to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required Tenant for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Document.[illegible]
Appears in 1 contract
Subordination and Nondisturbance. Upon Landlord may, at its election, upon the Lessor's -------------------------------- request from time of the holder of any Mortgage, make this Lease superior to timesuch Mortgage by written notice thereof to Tenant. Tenant agrees that, upon the Lessee shall execute an request of Landlord made in writing, Tenant will, conditioned upon the continued effectiveness of the non-disturbance agreement subordinating the Lessee's rightprovided for in this Article 25, title and interest in and to the Property under subordinate this Lease to the Lien of mortgages any mortgage or deeds deed of trust encumbering which may now or hereafter encumber the Lessor's right, title and interest in and to Building and/or the PropertyLand, and to all renewals, modifications, consolidations, replacements and extensions thereofthereof (a "Mortgage"); provided, however, that the -------- ------- mortgagee holder of any such mortgage Mortgage shall enter into a binding non-disturbance agreement with Tenant providing that (a) Tenant shall not be disturbed in its possession of the Premises or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing thatits rights hereunder terminated or impaired by any mortgagee, so long as no Lease Event of Default shall have occurred and then be continuing, no purchaser at foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate party, (b) this Lease shall continue in full force and effect following any foreclosure thereof or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by any deed given in lieu thereof (except that this Lease may nonetheless be affected in any other manner, Lessee shall not (except terminated by mortgagee as successor landlord pursuant to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation provisions of this Lease providing for such termination), and (c) all insurance proceeds and condemnation awards payable from time to time in connection with any Damage or surrender Appropriation shall, unless this Lease is terminated as a result thereof pursuant to Article 20 or 21, as the case may be, be held and disbursed in connection with the repair and restoration of the Property (except surrenders Building and cancellations expressly provided for herein) made without Premises as required by Article 20 or 21, as the prior written consent case may be. In the event of the mortgagee of such mortgage enforcement by the trustee or the beneficiary of such deed of trust. Lessee shall attorn to and recognize under any such mortgagee Mortgage of the remedies provided for by law or beneficiaryby such Mortgage, Tenant will automatically become the tenant of and shall be deemed to have attorned to such successor in interest without change in the event such mortgagee terms or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions provisions of this Lease. Lessee further covenants Upon written request by such successor in interest, Tenant and agrees to such successor shall execute and deliver upon an instrument or instruments whereby Tenant confirms the request of attornment herein provided for and in which such mortgagee or beneficiary or -81- successor or assignee of Lessor an appropriate agreement of attornment shall acknowledge its obligations and responsibilities to such person or entity and any subsequent titleholder of Tenant under the Property in accordance Lease and, with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financingrespect thereto, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under recognize this Lease or any other Operative Documentand the tenancy hereunder of Tenant.
Appears in 1 contract
Subordination and Nondisturbance. Upon This Lease, all rights of Tenant in this Lease, and all interest or estate of Tenant in the Lessor's -------------------------------- request from time to timeProperty, the Lessee shall execute an agreement subordinating the Lessee's right, title is subject and interest in and subordinate to the Property under lien of any Mortgage. Tenant will, on Landlord's demand, execute and deliver to Landlord or to any other person Landlord designates any instruments, releases or other documents reasonably required to subject and subordinate this Lease to the Lien lien of mortgages any Mortgage. The foregoing subordination to any existing or deeds of trust encumbering future Mortgage provided for in this Section is expressly conditioned upon the Lessormortgagee's rightwritten agreement that if mortgagee or any person (i.e., title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of or such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulationsperson being hereinafter sometimes called "Successor Landlord") be named in any such proceedings and upon completion thereof the successor in acquires title to the Lessor shall be bound Property and Premises pursuant to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission exercise of any prior Lessor, (B) bound by remedy provided for in any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) any related security document or cancellation of this Lease or surrender by reason of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent acceptance of the mortgagee of such mortgage or the beneficiary of such a deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, the Lease shall continue in full force and effect as a direct lease between Tenant and Successor Landlord and Successor Landlord shall covenant and agree for so long as Tenant shall not be in default under the provisions of the Lease for a period beyond the time allowed therein to cure a default, Tenant's leasehold interest under the Lease shall not terminated or disturbed nor shall Tenant's rights and obligations under the Lease be disturbed by any other successor steps or assignee proceedings taken by Successor Landlord in the exercise of Lessor permitted any of its rights under any mortgage or related security documents. Successor Landlord shall not be liable for any default under the terms of this Lease, as the landlord and lessor under this Lease for the remainder on behalf of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease Landlord or any predecessor in interest of Successor Landlord. The lien of any existing or future Mortgage will not cover Tenant's moveable trade fixtures or other Operative Documentpersonal property of Tenant located in or on the Premises or the Parking Premises.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination and Nondisturbance. Upon This Lease, and any sublease entered into by Tenant under the Lessor's -------------------------------- request from time provisions of this Lease, shall be subject and subordinate to timeany ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security now or hereafter placed upon 000 Xxxxxxxxxx Xxxx or any portion thereof, and the Lessee shall execute an agreement subordinating rights of any assignee of Landlord or of any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any of the Lessee's rightforegoing, title and interest in and to any and all advances made on the Property under this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination in the -------- ------- mortgagee case of such mortgage or beneficiary of such any future ground lease, mortgage, deed of trust trust, sale/leaseback transaction or any other hypothecation for security placed upon 000 Xxxxxxxxxx Xxxx shall have executed an agreement be conditioned on Tenant's receipt from the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor of a Non-Disturbance Agreement in a form and substance reasonably satisfactory acceptable to the Lessee providing that, Tenant (i) confirming that so long as no Lease Event of Default shall have occurred and then be continuingTenant is not in material default hereunder beyond any applicable cure period, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the LesseeTenant's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee rights hereunder shall not (except to the extent required be disturbed by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and (ii) agreeing that the benefit of such Non-Disturbance Agreement shall be transferable to any transferee under a Permitted Transfer and to any other assignee or subtenant that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the time of transfer. Landlord shall provide to Tenant within thirty (30) days after mutual execution of this Lease, from any existing ground lessor, mortgagee, trustee, beneficiary or leaseback lessor currently owning or holding a security interest in the 000 Xxxxxxxxxx Xxxx, a Non-Disturbance Agreement in a form reasonably acceptable to Tenant confirming (i) that so long as Tenant is not in material default hereunder beyond any applicable cure period, Tenant's rights hereunder shall not be disturbed by such person or entity and (ii) agreeing that the benefit of such Non-Disturbance Agreement shall be transferable to any transferee under a Permitted Transfer and to any other assignee or subtenant that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the time of transfer. If any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee elects in writing to have this Lease be an encumbrance upon 000 Xxxxxxxxxx Xxxx prior to the lien of its mortgage, deed of trust, ground lease or leaseback lease or other security arrangement and gives notice thereof to Tenant, this Lease shall be deemed prior thereto, whether this Lease is dated prior or subsequent titleholder to the date thereof or the date of recording thereof. Tenant, and any sublessee, shall execute such documents as may reasonably be requested by any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee to evidence the subordination herein set forth, subject to the conditions set forth above, or to make this Lease prior to the lien of any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement, as the case may be. Upon any default by Landlord in the performance of its obligations under any mortgage, deed of trust, ground lease, leaseback lease or assignment, Tenant (and any sublessee) shall, notwithstanding any subordination hereunder, attorn to the mortgagee, trustee, beneficiary, ground lessor, leaseback lessor or assignee thereunder upon demand and become the tenant of the Property successor in accordance with the terms of this Section 23.21. Lessee agrees interest to enter into agreements that are reasonably required for Lessor to obtain financingLandlord, upon the request and at the expense option of Lessor; providedsuch successor in interest, however, that no such agreement and shall adversely affect execute and deliver any instrument or instruments confirming the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Documentattornment herein provided for.
Appears in 1 contract
Samples: Parking Lease Agreement (Inhale Therapeutic Systems Inc)
Subordination and Nondisturbance. Upon the Lessor's This Lease and all rights of -------------------------------- request from time Tenant hereunder are subject and subordinate to timeall first mortgages and first deeds of trust, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under this Lease to the Lien of any other mortgages or and deeds of trust encumbering junior in lien to such first mortgage or first deed of trust if such subordination to such junior lien is approved by the Lessor's right, title and interest in and to the Propertyparty or parties secured under such first mortgage or first deed of trust, and to all ground or underlying leases, which may now or hereafter affect the Building and the Land of which the Demised Premises form a part, and all renewals, modifications, consolidations, recastings, replacements and extensions thereof; provided, however, that subject to the -------- ------- mortgagee provisions of Subparagraphs (B.) and (C.) below this Lease shall remain in full force and effect following and foreclosure under any of the aforesaid mortgages, deeds of trust or ground leases; provided further, however, that Tenant shall not be in default beyond any applicable cure period herein. It is the intention of the parties that this Subparagraph (A.) shall be self-operative and that no further instrument of subordination, nondisturbance or attornment shall be necessary to effectuate such subordination, nondisturbance or attornment. However, if confirmation of such mortgage subordination, nondisturbance or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent attornment is required by Applicable Laws any mortgagee or ground lessor, Tenant shall execute and Regulationsdeliver promptly upon any request of Landlord or its mortgagee(s) or ground lessor any certificate that may be named in requested confirming such subordination. Tenant may not unreasonably delay or condition its delivery. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such proceedings certificate or certificates for and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission on behalf of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees Tenant if Tenant fails to execute and deliver upon same within seven (7) days after any request. Also the request failure of Tenant to execute and deliver such mortgagee certificate or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement certificates shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee be a default under this Lease or any other Operative Documentand basis for Landlord to exercise its rights and remedies under the provisions of the Paragraph of this Lease entitled "DEFAULTS AND REMEDIES."
Appears in 1 contract
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and Subject to the Property under terms provided herein, this Lease and Tenant’s interest and rights hereunder may be made subject and subordinate to the Lien lien of mortgages any mortgage (“Mortgage”) hereafter created on or deeds of trust encumbering against the Lessor's right, title and interest in and to Project or the PropertyPremises, and to all amendments, restatements, renewals, modifications, consolidations, replacements refinancing, assignments and extensions thereof, without the necessity of any further instrument or act on the part of Tenant; provided, however, however that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed, and Tenant’s rights under this Lease Event shall not be impaired by the Holder of Default shall have occurred any such Mortgage. Tenant agrees, to attorn to any such Holder provided that the mortgagee executes, acknowledges and then be continuingdelivers to Tenant a subordination, no foreclosure nondisturbance and attornment agreement (“SNDA”) in the form of Exhibit H hereto or other proceedings for in another commercially reasonable form confirming attornment to such mortgagee as landlord and that such mortgagee recognizes Tenant’s rights under the enforcement of Lease so long as Tenant is not in default beyond applicable notice and cure periods such mortgage or deed of trust shall that Landlord has a then-currently effective right to terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession (but without any assumption by such holder of the Property for the uses and purposes permitted Landlord’s obligations under this Lease), nor shall the leasehold estate granted by except as set forth in this Section 27(a). Upon such attornment, this Lease be affected shall continue in any other manner, Lessee shall not (except to the extent required by Applicable Laws full force and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease effect as a direct obligation lease between the Lessee mortgagee and such successorTenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that no such successor the mortgagee shall not be (Ai) liable in any way to the Tenant for any act or omission omission, neglect or default on the part of Landlord under this Lease; (ii) responsible for any prior Lessormonies owing by or on deposit with Landlord to the credit of Tenant unless received by the holder; (iii) subject to Section 27(b) below, subject to any counterclaim or setoff that theretofore accrued to Tenant against Landlord; (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (Civ) bound by any amendment or modification (made of this Lease subsequent to such mortgage or by any previous prepayment of regularly scheduled monthly installments of Base Rent or Additional Base Rent for more than one (1) month, which was not approved in writing by the mortgagee; (v) liable to the Tenant beyond the mortgagee’s interest in the Property; or (vi) responsible for the performance of any of the obligations of Landlord under the provisions of Section 2, Section 18, Section 19 or the Work Letter, except that such mortgagee shall be required to recognize Tenant’s rights under Section 2(c) and Section 31(c) (provided that in no event shall Tenant be required to pay Base Rent or Operating Expenses unless and until the Post Rent Credit Date has occurred, to pay Utilities unless and until the Delivery Date has occurred in the event of a CM Build Election, or the date of Substantial Completion of the Shell and Core Improvements has occurred in the event of a Non-CM Build Election, or to pay other Additional Rent unless and until the due date for such other Additional Rent has occurred. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to this Lease effective upon either notice from such holder to the Tenant in the same fashion as notices from the Landlord to the Tenant are to be given hereunder or by the recording in the appropriate registry or recorder’s office of an instrument, in which such holder subordinates its rights under such mortgage or deed of trust) or cancellation of ground lease to this Lease or surrender Lease. Landlord hereby represents to Tenant that, as of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms date of this Lease, as there is no Mortgage encumbering the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative DocumentProject.
Appears in 1 contract
Samples: Lease Agreement (2seventy Bio, Inc.)
Subordination and Nondisturbance. Upon Landlord may, at its election, upon the Lessor's -------------------------------- request from time of the holder of any Mortgage, make this Lease superior to timesuch Mortgage by written notice thereof to Tenant. Tenant agrees that, upon the Lessee shall execute an request of Landlord made in writing, Tenant will, conditioned upon the continued effectiveness of the non-disturbance agreement subordinating the Lessee's rightprovided for in this Article 25, title and interest in and to the Property under subordinate this Lease to the Lien of mortgages any mortgage or deeds deed of trust encumbering which may now or hereafter encumber the Lessor's right, title and interest in and to Building and/or the PropertyLand, and to all renewals, modifications, consolidations, replacements and extensions thereofthereof (a “Mortgage”); provided, however, that the -------- ------- mortgagee holder of any such mortgage Mortgage shall enter into a binding non-disturbance agreement with Tenant providing that (a) Tenant shall not be disturbed in its possession of the Premises or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing thatits rights hereunder terminated or impaired by any mortgagee, so long as no Lease Event of Default shall have occurred and then be continuing, no purchaser at foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate party, (b) this Lease shall continue in full force and effect following any foreclosure thereof or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by any deed given in lieu thereof (except that this Lease may nonetheless be affected in any other manner, Lessee shall not (except terminated by mortgagee as successor landlord pursuant to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation provisions of this Lease providing for such termination), and (c) all insurance proceeds and condemnation awards payable from time to time in connection with any Damage or surrender Appropriation shall, unless this Lease is terminated as a result thereof pursuant to Article 20 or 21, as the case may be, be held and disbursed in connection with the repair and restoration of the Property (except surrenders Building and cancellations expressly provided for herein) made without Premises as required by Article 20 or 21, as the prior written consent case may be. In the event of the mortgagee of such mortgage enforcement by the trustee or the beneficiary of such deed of trust. Lessee shall attorn to and recognize under any such mortgagee Mortgage of the remedies provided for by law or beneficiaryby such Mortgage, Tenant will automatically become the tenant of and shall be deemed to have attorned to such successor in interest without change in the event such mortgagee terms or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions provisions of this Lease. Lessee further covenants Upon written request by such successor in interest, Tenant and agrees to such successor shall execute and deliver upon an instrument or instruments whereby Tenant confirms the request of attornment herein provided for and in which such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment shall acknowledge its obligations and responsibilities to such person or entity and any subsequent titleholder of Tenant under the Property in accordance Lease and, with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financingrespect thereto, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under recognize this Lease or any other Operative Documentand the tenancy hereunder of Tenant.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination and Nondisturbance. Upon (a) Provided Landlord is not in default of the Lessor's -------------------------------- request from time to timeterms of this Lease beyond any applicable cure period after receipt of notice of the default, the Lessee Tenant shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under subordinate this Lease to each first mortgage which encumbers the Lien Leased Premises as long as the mortgagee executes a nondisturbance agreement satisfactory to Tenant which contains the following provision: "Mortgagee recognizes the Lease and shall not disaffirm the Lease even if mortgagee shall foreclose the mortgage; (ii) the purchaser at a foreclosure sale will recognize and not disaffirm the Lease; (iii) Tenant shall be entitled to all of mortgages or deeds of trust encumbering its rights under the LessorLease; (iv) insurance proceeds and Awards shall be disbursed as provided in the Lease; (v) subject to Landlord's right, title and interest in and rights with respect to the Propertycontinuation of an Event of Default under the Lease, Tenant's possession of the Leased Premises shall not be disturbed by mortgagee or by any person or entity whose rights are acquired as a result of foreclosure proceedings or a deed or conveyance in lieu thereof."
(b) If Tenant subleases any portion of the Leased Premises to a sublessee in accordance with this Lease, Landlord, upon the Tenant's request (and provided Landlord approves the request, Landlord's approval not to all renewalsbe unreasonably withheld), modifications, consolidations, replacements shall execute a nondisturbance and extensions thereof; provided, however, that attornment agreement for the -------- ------- mortgagee sublessee's benefit consistent with the provisions of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form this Section 10.2 and substance reasonably satisfactory to the Lessee providing thatsublessee, so long as Landlord, and the holder of any first mortgage on the Leased Premises provided the Minimum Rent per square foot of the sublease is no less than the Minimum Rent per square foot of the Lease Event and the other terms of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate sublease are not materially less favorable to Tenant than this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except is to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative DocumentLandlord.
Appears in 1 contract
Samples: Lease Agreement (Balchem Corp)
Subordination and Nondisturbance. Upon Without the Lessor's -------------------------------- request from time 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 of a mortgage or a beneficiary of a deed of trust now or hereafter encumbering all or any portion of the Building or Site, or any lessor of any ground or master lease now or hereafter affecting all or any portion of the Building or Site, this Lease shall be subject and subordinate at all times to timesuch ground or master leases (and such extensions and modifications thereof), the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under lien of such mortgages and deeds of trust (as well as to any advances made thereunder and to all renewals, replacements, modifications and extensions thereof). As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or master leases or the Lien lien of any future mortgages or deeds of trust, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in recordable form in favor of Tenant in a mutually acceptable form executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant’s quiet possession of the Premises shall not be disturbed on account of such subordination to such future lease or lien so long as Tenant is not in default beyond any applicable cure period under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or master leases or the lien of any or all mortgages or deeds of trust encumbering to this Lease. In the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, event that the -------- ------- mortgagee of such mortgage any ground or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure master lease terminates for any reason or other proceedings for the enforcement of such any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant shall terminate attorn to and become the tenant of such successor. Upon attornment this Lease or otherwise adversely affect will continue in full force and effect as a direct lease between the Lessee's quiet Transferee and peaceful use and possession Tenant, upon all of the Property for the uses same terms, conditions and purposes permitted under covenants as stated in this Lease, nor shall except the leasehold estate granted by this Lease Transferee will not be affected in subject to any other manner, Lessee shall set-offs or claims which Tenant might have against any prior landlord and will not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by landlord. Tenant hereby waives its rights under any payment of Rent current or future law which the Lessee might have paid more than one month prior gives or purports to its due date hereunder, give Tenant any right to terminate or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of otherwise adversely affect this Lease or surrender and the obligations of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, Tenant hereunder in the event of any such mortgagee foreclosure proceeding or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Leasesale. Lessee further Tenant covenants and agrees to execute and deliver to Landlord within fifteen (15) days after receipt of written demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground or master lease or the lien of any such mortgage or deed of trust. Should Tenant fail to sign and return any such documents within said 15-day period, Tenant shall be in default hereunder without the benefit of any additional notice or cure periods specified in Section 20.1 below, Landlord further agrees that upon Tenant’s written request, it shall use commercially reasonable efforts to obtain and deliver to Tenant a commercially reasonable non-disturbance and attornment agreement in recordable form in favor of Tenant in a mutually acceptable form executed by each and every existing mortgagee of a mortgage or beneficiary of a deed of trust encumbering all or any portion of the request Building or Site, and any lessor of any ground or master lease affecting all or any portion of the Building or Site, which shall provide, among other things, that Tenant’s quiet possession of the Premises shall not be disturbed on account of such mortgagee mortgage, deed of trust, ground lease or beneficiary master lease or successor the foreclosure (or assignee sale in lieu thereof) or termination of Lessor an appropriate agreement of attornment to such person or entity and same so long as Tenant is not in default beyond any subsequent titleholder of the Property in accordance with the terms applicable cure period under any provisions of this Section 23.21Lease. Lessee agrees to enter into agreements that are reasonably required for Lessor For purposes hereof, the form of non-disturbance and attornment agreement attached hereto as Exhibit “G” is hereby approved by Tenant and Landlord. Notwithstanding the foregoing, Landlord’s failure to obtain financing, upon the request such non-disturbance and at the expense of Lessor; provided, however, that no such attornment agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under not constitute a Landlord default hereunder nor shall such failure entitle Tenant to terminate this Lease or any other Operative DocumentLease.
Appears in 1 contract
Samples: Lease Agreement (Ryland Group Inc)
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only Subject to the terms and conditions of this Section 17, this Lease is and will be subject and subordinate in all respects to any ground lease, first mortgage or first deed of trust now or later encumbering the Building or Project, and to all their renewals, modifications, supplements, consolidations and replacements (an “Encumbrance”). With respect to any Encumbrance existing as of the Date or first encumbering the Building or Project subsequent to the Date of this Lease, Landlord will use its commercially reasonable efforts to cause the holder of such Encumbrance to agree in a subordination, non-disturbance and attornment agreement (an “SNDA”) with Tenant which provides that so long as Tenant is not in default of its obligations under this Lease, this Lease will not be terminated and Tenant’s possession of the Premises will not be disturbed by the ground lease termination, foreclosure, or proceedings for enforcement, of such Encumbrance. Lessee further covenants Tenant agrees, upon request by and agrees without cost to Landlord or any successor in interest, to execute and deliver upon to Landlord or the request holder of an Encumbrance an SNDA or such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are other instrument(s) as may be reasonably required for Lessor to obtain financing, upon evidence such subordination and non-disturbance within 10 days after Landlord’s request therefor provided that it does not contain terms increasing Tenant’s obligations or reducing Tenant’s right and remedies under this Lease. In the request and at the expense of Lessor; providedalternative, however, that no the holder of an Encumbrance may unilaterally elect to subordinate such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under Encumbrance to this Lease or any other Operative DocumentLease.
Appears in 1 contract
Samples: Lease Agreement (Singulex Inc)
Subordination and Nondisturbance. Upon This Lease and the Lessorrights of Tenant shall be and are subject and subordinate at all times to the lien of any first mortgage or deed of trust now or hereafter in force against the Premises, provided, however, that (i) in the case of any mortgage or deed of trust encumbering the Premises as of the date of this Lease, Landlord will obtain, prior to the commencement of the Term, an agreement between the beneficiary or mortgagee thereof and Tenant that so long as no default exists hereunder and Tenant attorns to Landlord's -------------------------------- request successor pursuant to the provisions of this Lease, no termination of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant's possession of the Premises and this Lease shall remain in full force and effect; and (ii) in the case of any first mortgage or deed of trust encumbering the Premises after the date hereof, the beneficiary or mortgagee thereof agrees, either in such encumbrance or in a separate agreement with Tenant, that so long as no default exists under this Lease and Tenant attorns pursuant to Landlord's successor pursuant to the provisions of this Lease, no foreclosure of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant's possession of the Premises and this Lease shall remain in full force and effect. Tenant at any time and from time to time, the Lessee upon not less than ten (10) business days' prior written notice from Landlord, shall execute an agreement subordinating such further instruments confirming the Lessee's right, title and interest in and to the Property under subordination of this Lease to the Lien lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of any such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such first mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor as shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound requested by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative DocumentLandlord.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination and Nondisturbance. Upon i. This Lease, and all rights of Tenant hereunder are and shall be subject and subordinate in all respects to any mortgage, deed of trust or other security instrument constituting a mortgage lien upon the Lessor's -------------------------------- request Land, whether the same shall be in existence on the date hereof or created hereafter. Any such mortgage, deed of trust or other security instrument being referred to herein as a "Mortgage" and the party or parties having the benefit of the same. Tenant shall execute such further assurances thereof as shall be requisite or as may be requested from time to time, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under time by Landlord or a Mortgagee.
ii. Notwithstanding any other provisions of this Lease to the Lien contrary, no subordination of mortgages this Lease and no obligation of Tenant to attorn shall be effective unless the Mortgagee delivers to Tenant a binding written nondisturbance agreement enforceable by and for the benefit of Tenant under applicable law, that this Lease and Tenant's rights hereunder shall continue undisturbed while Tenant is not in default under this Lease beyond the expiration of applicable curative periods.
iii. Any Mortgagees shall each enter into a nondisturbance agreement in favor of Tenant, providing that (i) in the event the Landlord should fail to make any payment pertaining to such Mortgage or deeds defaults under any other items of trust encumbering such Mortgage, the Lessor's Mortgagee shall notify Tenant in writing specifying the nature of such defaulting obligation(s), and Tenant shall have the right, title and interest in and to the Propertybut is under no duty or obligation, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required such default can be cured, to remedy such default within ten (10) days of the receipt by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date Tenant of such mortgage or deed of trustwritten notice; and (ii) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes its Mortgage shall be foreclosed and provided that Tenant is not then in default hereunder beyond the owner expiration of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitationapplicable curative periods, the rights of Lessee under Tenant hereunder will expressly survive and this Lease or any other Operative Documentshall not terminate on account thereof so long as Tenant continues to pay the Rent and Additional Rent, and otherwise performs and observes all of the terms, covenants, conditions and provisions of this Lease.
Appears in 1 contract
Subordination and Nondisturbance. Upon (a) Tenant accepts this Lease subject and subordinate to all the Lessor's -------------------------------- request from underlying leases or groundleases, leasehold mortgages, deeds of trust, or other mortgages now or hereafter a lien upon or affecting the land and building of which the Space Leased is a part. The Tenant shall, at any time to timehereafter, on demand, execute any instruments, releases or other documents that may be required (i) by any beneficiary, mortgagee or mortgagor, for the Lessee shall execute an agreement purpose of subjecting and subordinating the Lessee's right, title and interest in and to the Property under this Lease to the Lien lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of any such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing thattrust, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate mortgages, or underlying lease, Lessor, groundlessor or groundlessee; or (ii) alternatively, if any such beneficiary, mortgagee or mortgagor elects to have this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as made a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior lien to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation . The failure of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn Tenant to and recognize execute any such mortgagee instruments, release or beneficiarydocuments, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosureshall constitute a default hereunder.
(b) LANDLORD SHALL 1) MAKE ITS BEST EFFORTS TO HAVE EACH EXISTING SUPERIOR LESSOR AND EACH EXISTING SUPERIOR MORTGAGEE AND 2) HAVE ALL SUBSEQUENT SUPERIOR LESSORS AND SUPERIOR MORTGAGEES EXECUTE AND DELIVER TO TENANT A NONDISTURBANCE AGREEMENT IN A RECORDABLE FORM SATISFACTORY TO BOTH LANDLORD AND TENANT. TENANT AGREES TO ATTORN TO AND RECOGNIZE THE GROUNDLESSOR, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative DocumentMORTGAGEE OR PURCHASER AT FORECLOSURE SALE (SUCCESSOR LANDLORD) AS TENANT'S LANDLORD FOR THE REMAINING TERM.
Appears in 1 contract
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time This Lease is and will be subject and subordinate in all respects to timeany ground lease, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust now or later encumbering the Building, and to all their renewals, modifications, supplements, consolidations and replacements (an "Encumbrance"). With respect to any Encumbrance first encumbering the Building subsequent to the Date of this Lease, Landlord will , at Landlord's sole cost and expense to cause the holder of such Encumbrance to agree (either in the Encumbrance or in a separate agreement with Tenant, which agreement shall terminate this Lease or otherwise adversely affect be in a form reasonably acceptable to Tenant, with the Lessee's quiet and peaceful use and possession parties acknowledging that the form set forth in Exhibit E is acceptable to Tenant) that so long as Tenant is not in default of the Property for the uses and purposes permitted its obligations under this Lease, nor shall the leasehold estate granted by this Lease will not be affected in terminated and Tenant's possession of the Premises will not be disturbed by the termination or foreclosure, or proceedings for enforcement, of such Encumbrance. While such subordination will occur automatically, Tenant agrees, upon request by and without cost to Landlord or any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title interest, to the Lessor shall be bound promptly execute and deliver to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage Landlord or the beneficiary holder of an Encumbrance such deed instrument(s) as may be reasonably required to evidence such subordination. In the alternative, however, the holder of trust. Lessee shall attorn an Encumbrance may unilaterally elect to and recognize any subordinate such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only Encumbrance to the terms and conditions of this Lease. Lessee further covenants This Lease is subject to the Tenant at Landlord's sole cost and expense obtaining a Subordination and Non-Disturbance Agreement in the form set forth in Exhibit E, attached and incorporated, from the Equitable Life Assurance Company, the existing holder of the mortgage covering the Building. Landlord agrees to execute and deliver use reasonable efforts to obtain, such agreement. If such agreement is not obtained within thirty (30) days after the Date, either Landlord or Tenant may terminate this Lease by giving written notice of termination to the other party within thirty five (35) days after the Date. Unless such agreement has then been obtained, this Lease will terminate upon the request giving of such mortgagee or beneficiary or successor or assignee notice. Such termination right will be in full settlement of Lessor an appropriate agreement all claims that either party might otherwise have against the other by reason of attornment Landlord's failure to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Documentdeliver said Agreement.
Appears in 1 contract
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time22.1 Tenant shall, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and subject to the Property conditions set forth below, at the request of Landlord, in writing, cause its interest to become subordinate to any such first mortgage or first deed of trust which has been or shall be placed on the land and building or land or building of which the Premises form a part. Tenant shall, at any time hereinafter on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any such first deed of trust or first mortgage for the purpose of subjecting and subordinating this Lease to the Lien lien of mortgages any such first mortgage or deeds first deed of trust encumbering the Lessor's righttrust, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such instrument must provide in effect that: (a) in the -------- ------- mortgagee event of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for action taken under the enforcement of such mortgage or deed of trust shall terminate by the holder thereof, this Lease and the rights of Tenant hereunder (including the right, if any, to extend the Term thereof and for additional space) shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder; and (b) such holder shall permit insurance proceeds and condemnation proceeds to be used for any restoration and repair required by this Lease; and (c) no property owned or otherwise adversely affect the Lessee's quiet and peaceful use and possession removable by Tenant shall be subject to any lien of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of . Tenant agrees that if the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or mortgagee, beneficiary, in or any person claiming under the event such mortgagee or beneficiary becomes the owner shall succeed to the/merest of the Property by foreclosureLandlord in this Lease, conveyance in lieu of foreclosure or otherwiseTenant will recognize said mortgagee, beneficiary, or any other successor or assignee of Lessor permitted person as its landlord under the terms of this Lease, as the landlord and lessor under this Lease provided that said mortgagee, beneficiary, or person for the remainder period during which beneficiary, trustee, or person shall hold Landlord's interest in the Premises shall assume all of the term hereof, and Lessee shall perform and observe its obligations of Landlord hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Document.
Appears in 1 contract
Samples: Office Lease (Agile Software Corp)
Subordination and Nondisturbance. Upon A. This Lease is subject and subordinate to all mortgages, deeds of trust, encumbrances and any renewals, modifications, replacements or extensions thereof (“Mortgages”) now or hereafter placed on the Lessor's -------------------------------- Building and all other encumbrances and matters of public record applicable to the Property. Tenant agrees upon written request of any lender or purchaser at a foreclosure sale or otherwise, to attorn and pay Rent to such party, and recognize such party as Landlord (provided such lender or purchaser shall agree not to disturb Tenant’s occupancy so long as no Event of Default has occurred on a form customarily used by such lender or purchaser). If any foreclosure proceedings are initiated by any lender or a deed in lieu is granted (or if any ground lease is terminated), Tenant agrees, upon written request of any such lender or any purchaser at foreclosure sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (provided such lender or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant does not default and fail to cure within the time permitted hereunder). Any lender may elect to make this Lease prior to the lien of its Mortgage, by written notice to Tenant. Tenant agrees to give any lender by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that such lender has previously provided Tenant with its address in writing. Tenant further agrees that if Landlord shall have failed to cure such default, any lender whose address has been provided to Tenant shall have an additional thirty (30) days in which to cure (or such additional time as may be required). Tenant shall execute such documentation as Landlord may request from time to time, time in order to confirm the Lessee shall execute an agreement subordinating the Lessee's right, title and interest matters set forth in and to the Property under this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate this Lease or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, in the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Document.12.A.
Appears in 1 contract
Samples: Lease Agreement
Subordination and Nondisturbance. Upon Without the Lessor's -------------------------------- request from time 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 of a mortgage or a beneficiary of a deed of trust now or hereafter encumbering all or any portion of the Building or Project, or any lessor of any ground or master lease now or hereafter affecting all or any portion of the Building or Project, this Lease shall be subject and subordinate at all times to timesuch ground or master leases (and such extensions and modifications thereof), the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and to the Property under lien of such mortgages and deeds of trust (as well as to any advances made thereunder and to all renewals, replacements, modifications and extensions thereof). As a condition precedent to the effectiveness of any such subordination of this Lease to any future ground or master leases or the Lien lien of any future mortgages or deeds of trust, Landlord shall provide to Tenant a commercially reasonable non-disturbance and attornment agreement in recordable form in favor of Tenant in a form acceptable to Landlord and Tenant executed by such future ground lessor, master lessor, mortgagee or deed of trust beneficiary, as the case may be, which shall provide that Tenant’s quiet possession of the Premises shall not be disturbed on account of such subordination to such future lease or lien so long as Tenant is not in default beyond any applicable cure period under any provisions of this Lease. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any or all ground or master leases or the lien of any or all mortgages or deeds of trust encumbering to this Lease. In the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, event that the -------- ------- mortgagee of such mortgage any ground or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure master lease terminates for any reason or other proceedings for the enforcement of such any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant shall terminate attorn to and become the tenant of such successor. Upon attornment this Lease or otherwise adversely affect will continue in full force and effect as a direct lease between the Lessee's quiet Transferee and peaceful use and possession Tenant, upon all of the Property for the uses same terms, conditions and purposes permitted under covenants as stated in this Lease, nor shall except the leasehold estate granted by this Lease Transferee will not be affected in subject to any other manner, Lessee shall set-offs or claims which Tenant might have against any prior landlord and will not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by landlord. Tenant hereby waives its rights under any payment of Rent current or future law which the Lessee might have paid more than one month prior gives or purports to its due date hereunder, give Tenant any right to terminate or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of otherwise adversely affect this Lease or surrender and the obligations of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or beneficiary, Tenant hereunder in the event of any such mortgagee foreclosure proceeding or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Leasesale. Lessee further Tenant covenants and agrees to execute and deliver upon to Landlord within fifteen (15) business days after receipt of written demand by Landlord and in the request form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground or master lease or the lien of any such mortgage or deed of trust. Should Tenant fail to sign and return any such documents within said 15 business day period, Tenant shall be in default hereunder without the benefit of any additional notice or cure periods specified in Section 20.1 below. Landlord further agrees that it shall obtain and deliver to Tenant, within thirty (30) days after the execution of this Lease by Landlord and Tenant, the non-disturbance and attornment agreement in recordable form in favor of Tenant in the form attached hereto as Exhibit “G” executed by each and every existing mortgagee of a mortgage or beneficiary of a deed of trust encumbering all or any portion of the Building or Project, and any lessor of any ground or master lease affecting all or any portion of the Building or Project, which shall provide, among other things, that Tenant’s quiet possession of the Premises shall not be disturbed on account of such mortgagee mortgage, deed of trust, ground lease or beneficiary master lease or successor the foreclosure (or assignee sale in lieu thereof) or termination of Lessor an appropriate agreement of attornment to such person or entity and same so long as Tenant is not in default beyond any subsequent titleholder of the Property in accordance with the terms applicable cure period under any provisions of this Section 23.21Lease. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitationFor purposes hereof, the rights form of Lessee under this Lease or any other Operative Documentnon-disturbance and attornment agreement attached hereto as Exhibit “G” is hereby approved by Tenant and Landlord.
Appears in 1 contract
Samples: Lease Agreement (First California Financial Group, Inc.)
Subordination and Nondisturbance. Upon This Lease is and shall be prior to any deed of trust recorded after the Lessor's -------------------------------- request from time to timedate of this Lease affecting all or any part of the Premises. If, however, the Lessee shall execute an agreement subordinating the Lessee's rightholder of any deed of trust requires that this Lease be subordinated to such deed of trust, title and interest in and Tenant agrees to the Property under subordinate this Lease to the Lien of mortgages or deeds of trust encumbering the Lessor's right, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that the -------- ------- mortgagee of such mortgage or beneficiary of such deed of trust shall have executed an if Landlord first obtains from such holder a written nondisturbance agreement in form and substance consistent with what is reasonably acceptable to a lender of similar nature with the lender in question and otherwise reasonably satisfactory to Tenant (and consistent with the Lessee providing thatform of such agreement Tenant normally obtains). Such non-disturbance agreement shall provide, among other matters, that so long as no Lease Event of Default Tenant shall have occurred and then not be continuing, no foreclosure or other proceedings for the enforcement of such mortgage or deed of trust shall terminate in default under this Lease after notice and beyond any applicable cure period, (i) the term of this Lease shall not be terminated or otherwise adversely affect the Lessee's quiet and peaceful use and possession of the Property for the uses and purposes permitted under this Leasemodified in any respect whatsoever, nor shall Tenant's occupancy of the leasehold estate granted by this Lease Premises be disturbed or affected in any other manner, Lessee way;
(i) Tenant shall not (except to the extent required by Applicable Laws and Regulations) be named as a defendant in any legal action or other proceeding instituted by such proceedings holder; (iii) in the event of default under any lien and upon completion thereof foreclosure of any other transfer by the successor in title holder of said deed of trust, said holder or its successor-in-interest agrees to perform all of the Lessor shall be bound to duties and responsibilities of Landlord under this Lease as a direct obligation between lease with Tenant; and (iv) such holder agrees that (a) all insurance proceeds payable as a result of damage or destruction of the Lessee and such successor, except that no such successor Premises shall be applied to the repair and restoration of such damage or destruction pursuant to the terms- of this Lease and (Ab) liable for any act or omission all proceeds as a result of any prior Lessor, (B) bound the exercise of eminent domain shall be distributed as provided in this Lease. In no event shall Tenant's obligations be increased by any payment such nondisturbance agreement. Such nondisturbance agreement shall be recorded in the office of Rent the county recorder of the county in which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or Premises are located. The term "deed of trust) or cancellation of this Lease or surrender of the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed " as used herein includes mortgages, deeds of trust. Lessee shall attorn to , other monetary liens or encumbrances, all modifications, extensions, renewals and recognize replacements thereof, given as collateral security for any such mortgagee or beneficiary, in obligation affecting the event such mortgagee or beneficiary becomes the owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, or any other successor or assignee of Lessor permitted under the terms of this Lease, as the landlord and lessor under this Lease for the remainder of the term hereof, and Lessee shall perform and observe its obligations hereunder, subject only to the terms and conditions of this Lease. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor to obtain financing, upon the request and at the expense of Lessor; provided, however, that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative DocumentPremises.
Appears in 1 contract
Samples: Lease (99 Cents Only Stores)
Subordination and Nondisturbance. Upon the Lessor's -------------------------------- request from time to time22.1 Tenant shall, the Lessee shall execute an agreement subordinating the Lessee's right, title and interest in and subject to the Property conditions set forth below, at the request of Landlord, in writing, cause its interest to become subordinate to any such first mortgage or first deed of trust which has been or shall be placed on the land and building or land or building of which the Premises form a part. Tenant shall, at any time hereinafter on demand, execute any instruments, releases, or other documents that may be required by any mortgagee, mortgagor, or trustor or beneficiary under any such first deed of trust or first mortgage for the purpose of subjecting and subordinating this Lease to the Lien lien of mortgages any such first mortgage or deeds first deed of trust encumbering the Lessor's righttrust, title and interest in and to the Property, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such instrument must provide in effect that: (a) in the -------- ------- mortgagee event of such mortgage or beneficiary of such deed of trust shall have executed an agreement in form and substance reasonably satisfactory to the Lessee providing that, so long as no Lease Event of Default shall have occurred and then be continuing, no foreclosure or other proceedings for action taken under the enforcement of such mortgage or deed of trust shall terminate by the holder thereof, this Lease and the rights of Tenant hereunder (including the right, if any, to extend the Term thereof and for additional space) shall not be disturbed but shall continue in full force and effect so long as Tenant shall not be in default hereunder; and (b) such holder shall permit insurance proceeds and condemnation proceeds to be used for any restoration and repair required by this Lease; and (c) no property owned or otherwise adversely affect the Lessee's quiet and peaceful use and possession removable by Tenant shall be subject to any lien of the Property for the uses and purposes permitted under this Lease, nor shall the leasehold estate granted by this Lease be affected in any other manner, Lessee shall not (except to the extent required by Applicable Laws and Regulations) be named in any such proceedings and upon completion thereof the successor in title to the Lessor shall be bound to this Lease as a direct obligation between the Lessee and such successor, except that no such successor shall be (A) liable for any act or omission of any prior Lessor, (B) bound by any payment of Rent which the Lessee might have paid more than one month prior to its due date hereunder, or (C) bound by any amendment or modification (made subsequent to the date of such mortgage or deed of trust) or cancellation of this Lease or surrender of . Tenant agrees that if the Property (except surrenders and cancellations expressly provided for herein) made without the prior written consent of the mortgagee of such mortgage or the beneficiary of such deed of trust. Lessee shall attorn to and recognize any such mortgagee or mortgagee, beneficiary, in or any person claiming under the event such mortgagee or beneficiary becomes shall succeed to the owner interest of the Property by foreclosureLandlord in this Lease, conveyance in lieu of foreclosure or otherwiseTenant will recognize said mortgagee, beneficiary, or any other successor or assignee of Lessor permitted person as its landlord under the terms of this Lease, as the landlord and lessor under this Lease provided that said mortgagee, beneficiary, or person for the remainder period during which beneficiary, trustee, or person shall hold Landlord's interest in the Premises shall assume all of the term hereofits obligations of Landlord hereunder, and Lessee shall perform and observe its obligations acknowledge Tenant's rights hereunder, subject only . This
Section 22.1 shall also apply to Tenant's rights under the terms and conditions of this LeaseSatellite Agreement. Lessee further covenants and agrees to execute and deliver upon the request of such mortgagee or beneficiary or successor or assignee of Lessor an appropriate agreement of attornment to such person or entity and any subsequent titleholder of the Property in accordance with the terms of this Section 23.21. Lessee agrees to enter into agreements that are reasonably required for Lessor Landlord shall use commercially reasonable efforts to obtain financingfrom its existing lender a subordination, upon the request non-disturbance and at the expense of Lessor; provided, however, attornment agreement that no such agreement shall adversely affect the rights or -------- ------- interests of the Lessee, including without limitation, the rights of Lessee under this Lease or any other Operative Documentis reasonably acceptable to Tenant and that is on commercially reasonable terms.
Appears in 1 contract
