SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02. 7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission. 7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not: (a) be liable for any previous act or omission of Landlord under this lease; (b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord; (c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease; (d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and (e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.
Appears in 2 contracts
Samples: Lease Agreement (Angion Biomedica Corp.), Lease (Angion Biomedica Corp.)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This Subject to the provisions of Section 7.05 hereof, this lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “"superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “"superior mortgages” and ", the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “"lessor”. Tenant acknowledges that ", and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of mortgagee under a superior mortgage as or its successor in interest at the time referred to in Section 7.02is sometimes hereafter referred to as "mortgagee".
7.02 The then holders of all superior mortgages and the then lessors under all superior leases are intended to be third-party beneficiaries of this Article, and may enforce the provisions of this Article before or after the foreclosure of the superior mortgage in question and before or after the termination of the superior lease in question, as the case may be. In the event of any act or omission of Landlord which that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, or entitle Tenant to any abatement or offset against the payment of rent, Tenant shall not exercise such right (i) until it has given written notice of such act or omission or the accrual of such claim or right, to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (iiii)(A) unless such act if the Landlord's default in question can be cured by the payment of money or omission shall be one which is not capable otherwise curable within thirty (30) days, the holders of being remedied by Landlord or such each superior mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following and the giving of such notice and following the time when such holder or lessor lessors under each superior lease who shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”mortgage(s) and upon successor landlord’s written agreement such superior lease(s) to accept Tenant’s attornment, Tenant shall attorn to and recognize cure such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which default shall have theretofore accrued thirty (30) days after the giving of Tenant's notice to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interestcure same; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.
Appears in 1 contract
Samples: Lease Agreement (Ivillage Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” "SUPERIOR LEASES" and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” "SUPERIOR MORTGAGES" and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”"LESSOR". Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company Yardville National Bank with an address of 10 Xxxx Xxxxxx0000 Xxxxx Xxxx, XxxxxxxxxxXxxxxxxx Township, XX 00000New Jersey 08690, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) Xxx Xxxx and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (herein sometimes referred to as “successor landlord”"SUCCESSOR LANDLORD") and upon successor landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s 's Landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease Lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this leaseLease;
(b) be subject to any offset, not expressly provided for in this leaseLease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this leaseLease, not expressly provided for in this leaseLease, or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseLease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s 's interest; and
(e) be accountable for any monies deposited with any prior Landlord landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.
Appears in 1 contract
Samples: Lease (Aveta Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 12.1 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage (or any of their respective successors in interest interest) may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “"superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “"superior mortgages” and ". If, in connection with the lessor obtaining, continuing or renewing of financing, a superior lessor or superior mortgagee or a prospective superior lessor or prospective superior mortgagee shall request reasonable modifications of this lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice condition of such holder financing, Tenant will not unreasonably withhold its consent thereto, provided that such modifications do not materially and adversely either increase the obligations of a superior mortgage as referred to in Section 7.02Tenant hereunder or affect the rights of Tenant under this lease.
7.02 12.2 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (ia) until it has given written notice of such act or of omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (iib) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or superior lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 12.3 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the option and upon request of such party so succeeding to Landlord’s 's rights (herein sometimes referred to as “"successor landlord”") and upon successor landlord’s 's written agreement to accept Tenant’s attornment's attornment and to recognize this lease, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord 's landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) A. be liable for any previous act act, omission or omission negligence of Landlord under this lease;
(b) B. be subject to any offsetcounterclaim, defense or offset not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) C. be bound by any previous amendment or modification of this lease, lease not expressly provided for in this lease, or by any previous prepayment of more than one month’s 's fixed rent or additional rent, unless such amendment or modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) D. be bound by liable for any obligation security deposited pursuant to this lease unless such security has actually been delivered to the successor landlord; and
E. be obligated to perform any work for, or make any payment to, Tenant which was required to be performed or made prior contribute to the time such successor landlord succeeded to cost of any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to work or improvements in the extent such monies are actually received by such successor landlordDemised Premises.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 11.1. This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building and/or that portion of the Building of which the demised premises are a part now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or that portion of the Building of which the demised premises are a part and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildingsbuildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages, except that with respect to all such mortgages and leases entered into hereafter, this Lease shall be subject and subordinate thereto only if the holder thereof (in the case of a mortgage) or the lessor thereunder (in the case of a lease) enters into an agreement with Tenant in such holder’s standard form providing in substance that so long as no default exists as would entitle Landlord to terminate this Lease, Tenant’s leasehold estate hereunder shall not be terminated or disturbed nor shall Tenant’s rights hereunder be affected upon the exercise of such holder’s remedies under the mortgage or lease, as applicable. This Section 11.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter herein sometimes referred to as called “superior leasesSuperior Leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter herein sometimes referred to as called “superior mortgagesSuperior Mortgages” and the lessor of a superior lease Superior Lease or its successor in interest interest, at the time referred to to, is sometimes hereinafter referred to as herein called a “lessor”. Tenant acknowledges that Superior Lessor,” and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage Superior Mortgage or its successor in interest, at the time referred to, is sometimes herein called a “Superior Mortgagee.” Landlord represents that, as referred to in Section 7.02of the date of this Lease, there are no Superior Leases.
7.02 11.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (ia) until it has given written notice of such act or omission to the holder of Landlord and each superior mortgage Superior Mortgagee and the lessor of each superior lease Superior Lessor whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (iib) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder Superior Mortgagee or lessor Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder Superior Mortgagee or lessor Superior Lessor shall have become entitled under such superior mortgage Superior Mortgage or superior leaseSuperior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder Superior Mortgagee or lessor Superior Lessor shall with due diligence give Tenant written notice of its intention to, and commence and continue to to, remedy such act or omissionomission and Tenant’s use of the demised premises will not be materially adversely affected during such period.
7.03 11.3. If the lessor any Superior Lessor or Superior Mortgagee, or any designee of a superior lease any Superior Lessor or the holder of a superior mortgage Superior Mortgagee, shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as called “successor landlordSuccessor Landlord”) and upon successor landlordsuch Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord Successor Landlord as Tenant’s Landlord landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord Successor Landlord and Tenant upon all of the terms, conditions covenants, conditions, agreements and covenants provisions as are set forth in this lease and shall be applicable after such attornment Lease, except that the successor landlord Successor Landlord shall notnot be:
(a) be liable for any previous act or omission of Landlord (or its predecessors in interest) except to the extent such act of omission is continuing from and after the date such Successor Landlord succeeds to Landlord’s interest under this leaseLease;
(b) be subject responsible for any monies owing by Landlord to any offset, the credit of Tenant not expressly provided for in this lease, which shall have theretofore accrued to Tenant against received by such Successor Landlord;
(c) be bound by subject to any previous modification of this leasecredits, not expressly provided for offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseinterest);
(d) be bound by any payments of rent which Tenant might have made for more than one (1) month in advance of the date such payment is due under this Lease to Landlord (or its predecessors in interest) except to the extent received by such Successor Landlord;
(e) bound by any covenant to undertake or complete any construction of the demised premises or any portion thereof;
(f) required to account for any security deposit other than any security deposit actually delivered to the Successor Landlord;
(g) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits, Tenant which was required except for services, repairs, maintenance and restoration provided for under this Lease to be performed or made prior to after the time such successor landlord succeeded to any prior date of attornment and which landlords of like properties ordinarily perform at the Landlord’s interest; andexpense, it being expressly understood, however, that the Successor Landlord shall not be bound by an obligation to make payment to Tenant with respect to construction performed by or on behalf of Tenant at the demised premises;
(eh) be accountable for bound by any monies deposited modification of this Lease, including, without limitation, any modification which reduces the fixed annual rent or additional rent or other charges payable under this Lease, or shortens the term thereof, or otherwise materially adversely affects the rights of the lessor thereunder, made without the written consent of the Successor Landlord; or
(i) required to remove any person occupying the demised premises or any part thereof.
11.4. If, in connection with the financing of the Land and/or the Building, the holder of any prior Landlord (including security deposits)mortgage shall request reasonable modifications to this Lease as a condition of approval of this Lease, except to Tenant will not unreasonably withhold, delay or condition making such modifications, provided that they do not increase the extent such monies are actually received obligations of Tenant hereunder or adversely affect the leasehold interest created by such successor landlordthis Lease.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 7.1 This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, buildings to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This This
Section 7.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter hereafter sometimes referred to as “called "superior mortgages” " and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments " and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then its successor in interest at the request of such party so succeeding to Landlord’s rights (herein sometimes time referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant is sometimes hereinafter called a "holder". Landlord agrees that Landlord shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the existing superior mortgage, and any future holder of any future superior mortgage, to enter into a non-disturbance and attornment agreement with Tenant, which agreement shall be substantially in the form of the agreement annexed hereto as Schedule 1 ("Non-Disturbance Agreement"). Landlord agrees to use all reasonable efforts to cause the existing holder of the current superior mortgage, and any future holder of any future superior mortgage, to execute the Non-Disturbance Agreement; it being understood and agreed, however, that Landlord shall have no obligation to expend any money in excess of one Thousand Dollars ($1,000.00) or commence any action or proceeding to induce any such holder to do so or to agree to any modification of any mortgage through or in connection with the obtaining of such Non-Disturbance Agreement. Landlord shall have no liability to Tenant for its failure to obtain such NonDisturbance Agreement and Tenant's obligations under this Lease shall not be affected by reason of which the successor landlord shall have succeeded such failure to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time obtain such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordNon-Disturbance Agreement.
Appears in 1 contract
Samples: Lease (Merit Behavioral Care Corp)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land Land, the Building and/or the Building Unit now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or Land, the Building Building, the Unit and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that Landlord shall cause the current lender is holder of any superior leases and/or superior mortgages to execute and deliver a subordination and non-disturbance agreement (the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLifeSNDA”) on their then standard form, which SNDA Tenant agrees to countersign and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02deliver.
7.02 If, in connection with obtaining financing or refinancing for the Unit and/or the Building of which the Demised Premises form a part, or Landlord’s estate and interest therein, a lender shall request modifications to this lease as a condition to such financing or refinancing, Tenant will not withhold, delay or defer its consent thereto, provided that such modifications do not materially increase the obligations or liabilities of Tenant hereunder or materially adversely affect the leasehold interest hereby created or the rights and privileges of Tenant under this lease. In no event shall a requirement that the consent of any such lender be given for any modification of this lease or, subject to the provisions of this lease, for any assignment or sublease, be deemed to materially adversely affect the leasehold interest hereby created. In the event Tenant fails to execute and deliver to Landlord a duly executed modification or amendment of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease incorporating such modification within fifteen (15) days of request therefor, Landlord may execute such amendment or otherwise, after similar notice, modification for and on behalf of Tenant as its attorney-in-fact coupled with an interest solely to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request instruments required to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between carry out the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification intent of this lease, not expressly provided for in this lease, or by any previous prepayment Section 7.04 on behalf of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordTenant.
Appears in 1 contract
Samples: Lease Agreement (American Realty Capital New York Recovery Reit Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 5.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section Article shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any reasonable instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors successor in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to which this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” " and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that " and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as or its successor in interest at the time referred to in Section 7.02is sometimes hereinafter called a "holder".
7.02 5.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of timetime or notice, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address Tenant shall previously have been furnished to Tenant in writing, provided with and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of its intention to, and commence and continue to continue, remedy such act or omission.
7.03 5.03 If the lessor of a superior lease or the holder of a superior mortgage mortgage, or the designee of either, shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (herein sometimes referred to as “called "successor landlord”") and upon successor landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord 's landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore therefore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one (1) month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;.
5.04 If, in connection with obtaining, continuing or renewing financing for which the Building, Land or the interest of the lessee under any superior lease represents collateral, in whole or in part, the holder or proposed holder (dincluding any which may elect that this lease shall have priority over such superior mortgage) be bound by any shall request reasonable modifications of this lease as a condition of such financing, Tenant shall not unreasonably withhold its consent thereto, provided that such modifications do not increase Tenant's obligation to perform pay fixed rent or additional rent or shorten or lengthen the term of this lease or do not materially increase any work forother obligations or materially diminish any other rights of Tenant under this lease.
5.05 The subordination of this lease to any superior mortgage or lease now or hereafter affecting the Building shall be subject to the following conditions: (a) Landlord shall obtain, or make any payment to, Tenant which was required to be performed or made prior to the date the Additional Premises are ready for occupancy, a non-disturbance and quiet enjoyment agreement for Tenant's benefit from the holder of the superior mortgage or lease which affects the Building as of the date of this lease, which non-disturbance and quiet enjoyment agreement may be on such mortgagee's standard form previously exhibited to Tenant, and (b) Landlord shall obtain a non-disturbance and quiet enjoyment agreement for Tenant's benefit from each holder of a superior mortgage or lease which may at any time such successor landlord succeeded to any prior Landlord’s interest; and
(e) in the future affect the Building, which non-disturbance agreement may be accountable for any monies deposited with any prior Landlord (including security deposits), except to contain substantially the extent such monies are actually received by such successor landlordsame terms and conditions as those contained in the non-disturbance and quiet enjoyment agreement entered into between Tenant and the holder of the superior mortgage or lease which affects the Building as of the date of this lease.
Appears in 1 contract
Samples: Lease (Novadigm Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease11.1. Subject to the provisions of this Article 11, this Lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building and/or that portion of the Building of which the demised premises are a part now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or that portion of the Building of which the demised premises are a part and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildingsbuildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section 11.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter herein sometimes referred to as called “superior leasesSuperior Leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter herein sometimes referred to as called “superior mortgagesSuperior Mortgages” and the lessor of a superior lease Superior Lease or its successor in interest interest, at the time referred to to, is sometimes hereinafter referred to as herein called a “lessor”. Tenant acknowledges that Superior Lessor,” and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage Superior Mortgage or its successor in interest, at the time referred to, is sometimes herein called a “Superior Mortgagee.”
11.2. Subject to the provisions of any SNDA Agreement (as referred to such term is hereinafter defined), in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (ia) until it has given written notice of such act or omission to the holder of Landlord and each superior mortgage Superior Mortgagee and the lessor of each superior lease Superior Lessor whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder Superior Mortgagee or lessor Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder Superior Mortgagee or lessor Superior Lessor shall have become entitled under such superior mortgage Superior Mortgage or superior leaseSuperior Lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder Superior Mortgagee or lessor Superior Lessor shall with due diligence give Tenant written notice of its intention to, and commence and continue to to, remedy such act or omission.
7.03 11.3. If the lessor any Superior Lessor or Superior Mortgagee, or any designee of a superior lease any Superior Lessor or the holder of a superior mortgage Superior Mortgagee, shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then then, subject to the provisions of any SNDA Agreement, at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as called “successor landlordSuccessor Landlord”) and upon successor landlordsuch Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord Successor Landlord as Tenant’s Landlord landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request to evidence such attornment. Upon Subject to the provisions of any SNDA Agreement, upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord Successor Landlord and Tenant upon all of the terms, conditions covenants, conditions, agreements and covenants provisions as are set forth in this lease and shall be applicable after such attornment Lease, except that the successor landlord Successor Landlord shall notnot be:
(a) be liable for any previous act or omission of Landlord under this lease(or its predecessors in interest);
(b) be subject responsible for any monies owing by Landlord to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlordthe credit of Tenant;
(c) be bound by subject to any previous modification of this leasecredits, not expressly provided for offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseinterest);
(d) be bound by any payments of rent which Tenant might have made for more than one (1) month in advance of the date such payment is due under this Lease to Landlord (or its predecessors in interest);
(e) bound by any covenant to undertake or complete any construction of the demised premises or any portion thereof;
(f) required to account for any security deposit other than any security deposit actually delivered to the Successor Landlord;
(g) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits, Tenant which was required except for services, repairs, maintenance and restoration provided for under this Lease to be performed or made prior to after the time such successor landlord succeeded to any prior date of attornment and which landlords of like properties ordinarily perform at the Landlord’s interestexpense, it being expressly understood, however, that the Successor Landlord shall not be bound by an obligation to make payment to Tenant with respect to construction performed by or on behalf of Tenant at the demised premises;
(h) bound by any modification of this Lease, including, without limitation, any modification which reduces the fixed annual rent or additional rent or other charges payable under this Lease, or shortens the term thereof, or otherwise materially adversely affects the rights of the lessor thereunder, made without the written consent of the Successor Landlord; or
(i) required to remove any person occupying the demised premises or any part thereof.
11.4. If, in connection with the financing of the Land and/or the Building, the holder of any mortgage shall request reasonable modifications to this Lease as a condition of approval of this Lease, Tenant will not unreasonably withhold, delay or condition making such modifications, provided that they do not increase the obligations of Tenant hereunder, decrease the rights of Tenant hereunder or materially and adversely affect the leasehold interest created by this Lease.
11.5. Landlord hereby represents and warrants that:
(a) there are no existing Superior Leases as of the date hereof,
(b) the only existing Superior Mortgages as of the date hereof are (x) a Mortgage Consolidation and Modification Agreement in the amount of $240,000,000 and (y) a second mortgage in the amount of $30,000,000 (as same may be amended from time to time, the “Existing Mortgages”), and
(ec) the current Superior Mortgagee of each of the Existing Mortgages (herein called the “Existing Superior Mortgagee”) is New York Life Insurance Company and New York State Teachers’ Retirement System, collectively.
(a) Landlord and Tenant hereby agree that Landlord has delivered to Tenant simultaneously with the execution of this Lease, subordination, non-disturbance and attornment agreements (each herein called a “SNDA Agreement”) with respect to each of the Existing Mortgages substantially in the form annexed hereto as Exhibit D.
(b) For so long as the Tenant hereunder is BlackRock, Inc., an Affiliate of BlackRock, Inc. or a successor to BlackRock, Inc. by merger, consolidation or reorganization, with respect to future Superior Mortgages and future Superior Leases, the provisions of Section 11.1 hereof shall be accountable for conditioned upon the execution and delivery by and between Tenant and any monies deposited with such Superior Mortgagee or Superior Lessor of an SNDA Agreement on the customary form of such Superior Mortgagee or Superior Lessor which shall provide in substance that so long as no default exists hereunder beyond any prior Landlord applicable notice and grace period (including security depositsif any), except Tenant shall not be disturbed in its possession of the demised premises pursuant to the provisions of this Lease; provided that such customary form shall not reduce the rights of Tenant or increase the obligations of Tenant set forth in Exhibit D annexed hereto, other than to a de minimis extent (any such monies are actually received form meeting the aforesaid requirements being herein called a “Conforming Customary SNDA”). Tenant agrees to execute any such Conforming Customary SNDA and return same to Landlord within ten (10) Business Days after Landlord’s written request therefor (herein called the “SNDA Request”), accompanied by execution copies of such successor landlordConforming Customary SNDA. If Tenant shall fail to execute, acknowledge and return any such Conforming Customary SNDA within such ten (10) business day period, Landlord shall have the right to send to Tenant a follow-up notice (herein called the “SNDA Follow-up”), and if Tenant shall fail to execute, acknowledge and return any such Conforming Customary SNDA within two (2) business days after the giving of the SNDA Follow-up, then this Lease shall be subordinate to such future Superior Mortgages or future Superior Leases, as the case may be, notwithstanding the fact that Tenant has not executed and delivered such Conforming Customary SNDA. Any dispute by Tenant that the form of non-disturbance agreement utilized by the Superior Lessor or the Superior Mortgagee does not afford Tenant substantially the same rights and protections as does Exhibit D annexed hereto shall be resolved by arbitration pursuant to Article 33 hereof, provided Tenant shall notify Landlord in writing of any such dispute within ten (10) business days of Tenant’s receipt of such form of non-disturbance agreement, time being of the essence with respect to the giving of such notice within such ten (10) business day period.
Appears in 1 contract
Samples: Lease Agreement (Blackrock Inc /Ny)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 6.01. This leaseLease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leasesBuilding, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements replacements, and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any an instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” " and the lessor holder of a superior lease mortgage or its successor in interest at the time referred to is sometimes hereinafter referred called a "superior mortgagee."
6.02. Landlord shall make a good faith effort to obtain from the existing Mortgagee a Subordination, Non-Disturbance and Attornment Agreement (the "Non-Disturbance Agreement") in favor of Tenant utilizing such Mortgagee's standard form. With respect to the existing mortgage, such Mortgagee's Non-Disturbance Agreement form is attached as Exhibit G. If Tenant fails to accept the Non-Disturbance Agreement as described in Exhibit G attached, it shall be considered that Landlord has satisfied any requirement respecting the existing Mortgagee. As to any future mortgagee, Landlord agrees that it shall use its best efforts to obtain a similar Non-Disturbance Agreement which Tenant shall accept as a “lessor”. condition to a future subordination by Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in under Section 7.026.01.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.
Appears in 1 contract
Samples: Lease Agreement (I Many Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 6.01. This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” and ", the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing", and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then its successor in interest at the request of such party so succeeding to Landlord’s rights (herein sometimes time referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, is sometimes hereinafter called a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the "superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.mortgagee"
Appears in 1 contract
Samples: Lease (Barringer Technologies Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages, provided that Landlord shall use its best efforts to obtain a "NON-DISTURBANCE AGREEMENT" in favor of Tenant in form and substance reasonably satisfactory to Tenant and otherwise in recordable form from the holder of each mortgage in effect as of the date hereof no later than the Commencement Date. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event Tenant fails to execute and deliver to Landlord such instrument within fifteen (15) days of any act or omission request therefor, Landlord may, but shall not be obligated to, execute such instrument for and on behalf of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total evictionas its attorneys-in-fact. In acknowledgment thereof, Tenant shall not exercise such right (i) until it has given written notice of such act or omission hereby appoints Landlord as its irrevocable attorneys-in-fact coupled with an interest solely to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request instruments required to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between carry out the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification intent of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlord.Section 7.01
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease Lease and shall be applicable after such attornment except that the successor landlord shall notnot be:
(a) be liable for any previous act or omission of Landlord (or its predecessor in interest) under this leaseLease;
(b) be subject to bound by any offsetprevious modification of this Lease, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this leaseLease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseLease;
(c) responsible for any monies owing by Landlord to the credit of Tenant;
(d) be subject to any credits, offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in interest);
(e) bound by any covenant to undertake or complete any construction of the Demised Premises or any portion thereof or pay for or reimburse Tenant for any costs incurred in connection with such construction;
(f) required to account for any security deposit other than any security deposit actually delivered to the successor landlord;
(g) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits, Tenant which was required except for services, repairs, maintenance and restoration provided for under this Lease to be performed or made prior to after the time such date of attornment, it being expressly understood, however, that the successor landlord succeeded shall not be bound by an obligation to any prior make payment to Tenant with respect to construction performed by or on behalf of Tenant at the Demised Premises.
7.04 If, in connection with obtaining financing or refinancing for the Building of which the Demised Premises form a part, or Landlord’s interest; and
estate and interest therein, a lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant will not withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant or decrease Tenant’s rights hereunder (e) be accountable for any monies deposited with any prior Landlord (including security deposits)except, except perhaps, to the extent that Tenant may be required to give notices of any defaults by Landlord to such monies are actually received lender and/or permit the curing of such defaults by such successor landlordlender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building or Landlord’s interest therein) or materially adversely affect the leasehold interest hereby created. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or, subject to the provisions of this Lease for any assignment or sublease, be deemed to materially adversely affect the leasehold interest hereby created. In the event Tenant fails to execute and deliver to Landlord a duly executed modification or amendment of this Lease incorporating such modification within fifteen (15) days of a request therefor, Landlord may execute such amendment or modification for and on behalf of Tenant as its attorney-in-fact coupled with an interest solely to execute and deliver any instruments required to carry out the intent of this Section 7.04 on behalf of Tenant.
Appears in 1 contract
Samples: Lease (Boomerang Systems, Inc.)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 11.1. This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building and/or that portion of the Building of which the demised premises are a part now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or that portion of the Building of which the demised premises are a part and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildingsbuildings and/or leases, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section 11.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute execute, acknowledge and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter herein sometimes referred to as called “superior leases” Superior Leases“ and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter herein sometimes referred to as called “superior mortgages” Superior Mortgages“ and the lessor of a superior lease Superior Lease or its successor in interest interest, at the time referred to to, is sometimes hereinafter referred to as herein called a “lessor”. Tenant acknowledges that Superior Lessor,” and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as Superior Mortgage or its successor in interest, at the time referred to, is sometimes herein called a “Superior Mortgagee.” Landlord represents that it is the owner of the demised premises, that it has authority to in Section 7.02execute and deliver this Lease, and that there are currently no Superior Leases that if terminated would cause this Lease to be terminated.
7.02 11.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of Landlord and each superior mortgage Superior Mortgagee and the lessor of each superior lease Superior Lessor whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder Superior Mortgagee or lessor Superior Lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder Superior Mortgagee or lessor Superior Lessor shall have become entitled under such superior mortgage Superior Mortgage or superior leaseSuperior Lease, as the case may be, to remedy the same or seek appointment of a receiver (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, Lease after similar notice, to effect such remedy), provided such holder Superior Mortgagee or lessor Superior Lessor shall with due diligence give Tenant written notice of its intention to, and commence and continue to to, remedy such act or omissionomission or seek appointment of a receiver.
7.03 11.3. If the lessor any Superior Lessor or Superior Mortgagee, or any designee of a superior lease any Superior Lessor or the holder of a superior mortgage Superior Mortgagee, shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as called “successor landlord”Successor Landlord“) and upon successor landlordsuch Successor Landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord Successor Landlord as Tenant’s Landlord landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord Successor Landlord and Tenant upon all of the terms, conditions covenants, conditions, agreements and covenants provisions as are set forth in this lease and shall be applicable after such attornment Lease, except that the successor landlord Successor Landlord shall notnot be:
(a) be liable for any previous act or omission of Landlord under this lease(or its predecessors in interest) unless same is continuing;
(b) be subject responsible for any monies owing by Landlord to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlordthe credit of Tenant;
(c) be bound by subject to any previous modification of this leasecredits, not expressly provided for offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseinterest);
(d) be bound by any payments of rent which Tenant might have made for more than one (1) month in advance of the date such payment is due under this Lease to Landlord (or its predecessors in interest);
(e) bound by any covenant to undertake or complete any construction of the demised premises or any portion thereof;
(f) required to account for any security deposit other than any security deposit actually delivered to the Successor Landlord;
(g) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits, Tenant which was required except for services, repairs, maintenance and restoration provided for under this Lease to be performed after the date of attornment, it being expressly understood, however, that the Successor Landlord shall not be bound by an obligation to make payment to Tenant with respect to construction performed by or made prior to on behalf of Tenant at the time such successor landlord succeeded to any prior Landlord’s interest; anddemised premises;
(eh) be accountable for bound by any monies deposited modification of this Lease, including, without limitation, any modification which reduces the fixed annual rent or additional rent or other charges payable under this Lease, or shortens the term thereof, or otherwise materially adversely affects the rights of the lessor thereunder, made without the written consent of the Successor Landlord; or
(i) required to remove any person occupying the demised premises or any part thereof.
11.4. If, in connection with the financing of the Land and/or the Building, the holder of any prior mortgage shall request reasonable modifications to this Lease as a condition of approval of this Lease, Tenant will not unreasonably withhold, delay or condition making such modifications, provided that they do not increase the obligations of Tenant hereunder or adversely affect the leasehold interest created by this Lease.
11.5. Landlord (including security deposits)hereby covenants to obtain a subordination, except non-disturbance and attornment agreement from any current or future holder of any superior mortgage or superior lease, in form that is reasonably acceptable to Tenant or, in the extent such monies are actually received case of an institution, in the form then customarily used by such successor landlordholder.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This leaseSublease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leasesleases (including the Existing Superior Lease), overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section , provided, however, Tenant’s subordination to any superior lease (as hereinafter defined) not in existence on the Effective Date shall be self-operative and no further instrument conditioned upon Tenant’s receipt of subordination shall be required. In confirmation a commercially reasonable SNDA (as defined in Section 7.04) from the holder of such subordination, superior lease. Tenant shall promptly agrees to execute and deliver any instrument that Landlord, the lessor of any such lease (including the Existing Superior Lease) or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination within fifteen (15) days after such request. The leases to which this lease Sublease is, at the time referred to, subject and subordinate pursuant to this Article Article, including the Existing Superior Lease, are hereinafter sometimes referred to as “superior leases,” and the mortgages to which this lease Sublease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages,” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor.”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseSublease, or to claim a partial or total eviction, or entitle Tenant to any abatement or offset against the payment of rent, Tenant shall not exercise such right (ia) until it has given written notice of such act or omission or the accrual of such claim or right, to the holder of each superior mortgage and the lessor of each superior lease in each case whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writingTenant, and (iib) unless such act or omission shall be one which is not capable until the expiration of being remedied by Landlord or such mortgage holder or lessor within a reasonable the period of time, until a reasonable period time provided in this Sublease for remedying such act or omission shall have elapsed following the Landlord to cure the condition giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, rise to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omissionTenant’s right.
7.03 (a) If the lessor of a superior lease or (including the Existing Superior Lease), the holder of a superior mortgage (or its designee), purchaser at a foreclosure sale or transferee under a deed-in-lieu of foreclosure shall succeed to the rights of Landlord under this leaseSublease, whether through possession or foreclosure action or delivery of a new lease or deed, then or if a superior lease shall terminate or be terminated for any reason, then, at the request election and upon demand of such the party so succeeding to Landlord’s rights rights, as the successor owner of the property of which the Premises is a part, or as the mortgagee in possession thereof, or otherwise (such party, owner or mortgagee being herein sometimes referred to as called the “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment), Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord landlord under this leaseSublease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment attornment, this lease Sublease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant Tenant, upon all of the executory terms, conditions and covenants as are set forth in this lease Sublease and shall be applicable after such attornment attornment, except that the successor landlord shall notnot be:
(ai) be liable for any previous act or omission of Landlord (or any of its predecessors-in-interest) under this leaseSublease, it being understood, however, that the person becoming the successor landlord shall be liable for the future performance of any such acts or omissions upon its becoming successor landlord, excluding monetary claims against Landlord (or any of its predecessors-in-interest), to the extent that (A) such acts or omissions continue as a default under this Sublease after Tenant’s attornment to such successor landlord, (B) Tenant gives the successor landlord notice thereof, and (C) the act or omission has not been corrected within thirty (30) days after the later of (x) the giving of such notice and (y) the end of the period to which Landlord is entitled to cure such condition under this Sublease, which thirty (30) day period shall be extended for a reasonable period in the case of a condition which cannot with due diligence be corrected within a period of thirty (30) days, except that such liability shall only exist for the period that such person is the Landlord under this Sublease;
(bii) subject to any credits, offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or any of its predecessors in interest), provided that if the acts or omissions that gave rise to such credits, offsets, claims, counterclaims, demands or defenses continue after (A) Tenant’s attornment to such successor landlord, and (B) Tenant gives the successor landlord notice thereof and the act or omission entitling Tenant to such credits, offsets, claims, counterclaims, demands or defenses has not been corrected within thirty (30) days after the later of (x) the giving of such notice and (y) the end of the period to which Landlord is entitled to cure such condition under this Sublease, which thirty (30) day period shall be extended for a reasonable period in the case of a condition which cannot with due diligence be corrected within a period of thirty (30) days, such successor landlord shall be subject to any offsetsuch credits, not expressly provided for in this leaseoffsets, which shall have theretofore accrued to Tenant against Landlordclaims, counterclaims, demands or defenses;
(ciii) be bound by any previous modification of this lease, not expressly provided for in this lease, Sublease or by any previous prepayment of more than one month’s fixed rentBase Rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseSublease or if Landlord was entitled to make such modification or prepayment without the approval of the lessor of the superior lease or the holder of the superior mortgage;
(div) be bound by liable for the obligations of Landlord under this Sublease for any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the period of time other than such period as such successor landlord succeeded holds such interest;
(v) responsible for any monies owing by Landlord to any prior Landlord’s interestthe credit of Tenant, other than Tax Payments, Expense Payments or the Tenant Allowance; and
(evi) required to remove any person occupying the Premises or any portion thereof and any tenant or occupant occupying the Expansion Space, ROFO Space, Supplemental Space or Additional Space.
(b) The foregoing provisions shall inure to the benefit of any successor landlord, shall apply to the tenancy of Tenant notwithstanding that this Sublease may terminate upon the termination of the superior lease, and shall be accountable self-operative upon any such demand, without requiring any further instrument to give effect to said provisions. Tenant, however, upon demand of any successor landlord, agrees to execute, from time to time, a commercially reasonable instrument in confirmation of the foregoing provisions, satisfactory to Tenant and such successor landlord, in which Tenant shall acknowledge such attornment. Nothing contained in this Section shall be construed to impair any right, privilege or option of any successor landlord or, except as otherwise provided in this Sublease, to impair any right, privilege or option of Tenant. Subject to all of the limitations on Landlord’s obligations and liabilities provided for in this Sublease, nothing contained in this Section shall be construed to release Landlord from its obligations to Tenant pursuant to this Sublease.
(c) At the option of the Existing Lessor, on the termination of the Existing Superior Lease pursuant to an “Event of Default” under the Existing Superior Lease or otherwise, Tenant shall attorn to, or shall enter into a direct lease on the terms of this Sublease with, the Existing Lessor for the balance of the unexpired term of this Sublease, provided, that, notwithstanding anything to the contrary contained in this Sublease, the Existing Lessor shall not be: (1) liable for any previous act or omission of Landlord, as landlord under this Sublease unless such act continues as a default under this Sublease after the Tenant’s attornment to the Existing Lessor and is the obligation of the landlord under this Sublease; (2) responsible for any monies deposited with any prior owing by Landlord (including security deposits)to the credit of Tenant, except to the extent that the Existing Lessor is in possession of, or has control over, such monies are monies; (3) subject to any offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord; (4) bound by any payments of rent which Tenant might have made for more than one (1) month in advance to Landlord; (5) bound by any covenant in this Sublease to either (A) undertake or complete any construction of, in or about the Real Property (or any part thereof), (B) undertake or complete any construction of, in or about the Premises (or any part thereof), or (C) provide any money, by way of an allowance to Tenant or otherwise, to or for any such construction; (6) required to account for any security or other deposit hereunder, other any such deposit actually received delivered to, or collected by, the Existing Lessor; (7) bound by any amendment or other modification of this Sublease which was entered into in violation of the Existing Superior Lease; or (8) required to remove any person occupying the Premises (or any part thereof) unless the Existing Lessor shall have caused the Premises to be occupied by a person other than Tenant.
7.04 Without limiting any of the provisions of this Article 7, and subject to and in accordance with Section 7.4 of the Existing Superior Lease and Section 7.02 of this Sublease, upon the prior written request of Tenant, Landlord agrees in good faith to request and to use commercially reasonable efforts to obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) for the benefit of Tenant, which SNDA shall be in recordable form and of the content then utilized by the Existing Lessor, which shall provide, in substance, that as long as Tenant is not in default in the payment of Base Rent or Additional Rent, or any other term, covenant or condition of this Sublease, beyond any applicable notice and cure period and provided Tenant attorns to the Existing Lessor under the terms and provisions of this Sublease, (a) its rights as Tenant hereunder shall not be affected or terminated, (b) its possession of the Premises shall not be disturbed, and (c) no action or proceeding shall be commenced to remove or evict Tenant. For the purposes of this Section 7.04, “commercially reasonable efforts” shall not be interpreted to require Landlord to enter into any agreement other than the SNDA or undertake to pay or otherwise confer or to actually pay or otherwise confer anything of value to or for the benefit of a third-party (including, without limitation, Existing Lessor) other than the reimbursement to such superior lessor or superior mortgagee of expenses incurred or a review or processing fee charged by such superior lessor or superior mortgage, to guarantee any obligation, or to otherwise modify any of its obligations under the Existing Superior Lease. Landlord’s failure or inability to obtain or deliver to Tenant an SNDA (despite using such commercially reasonable efforts) shall not be a default by Landlord and shall not entitle Tenant to exercise any rights or remedies whatsoever. Whether or not Tenant obtains an SNDA from the Existing Lessor, subject to all of the limitations on Landlord’s obligations and liabilities provided for in this Sublease, nothing contained in this Article shall be construed to release Landlord from its obligations to Tenant pursuant to this Sublease, including Landlord’s obligation to pay the Tenant Allowance in accordance with, and subject to, the applicable provisions of this Sublease.
7.05 Whether or not Tenant attorns to the Existing Lessor or otherwise, subject to all of the limitations on Landlord’s obligations and liabilities provided for in this Sublease, nothing contained in this Article shall limit Tenant’s right to first proceed against Landlord for any monetary or other violation of this Sublease, and Tenant shall have no obligation to initiate or pursue remedies against the Existing Lessor or other successor landlord.
Appears in 1 contract
Samples: Sublease (Jetblue Airways Corp)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 6.01. This leaseLease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements replacements, and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any an instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” and ", the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing", and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then its successor in interest at the request of such party so succeeding to Landlord’s rights (herein sometimes time referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, is sometimes hereinafter called a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the "superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordmortgagee."
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “"superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “"superior mortgages” " and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02".
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party xxxxx so succeeding to Landlord’s 's rights (herein sometimes referred to as “"successor landlord”") and upon successor landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord 's landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornmentattornnent. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;.
7.04 The subordination of this lease to ground, overriding or underlying leases in accordance with Section 7.01 is subject to the express condition that, so long as this lease shall be in full force and effect in the event of termination of the term of any such ground, overriding or underlying lease by reentry, notice, summary proceedings or other action or proceeding or if the term of such ground, overriding or underlying lease shall otherwise terminate or expire before the termination or expiration of the term of this lease, (a) Tenant shall not be made a party to any action or proceeding to remove or evict Tenant or to disturb its possession by reason of or based upon such termination or expiration of the term of such ground, overriding or underlying lease, and (b) this lease shall continue in full force and effect as a direct lease between Tenant and the then owner of the fee or lessor of such ground, overriding or underlying lease, as the case may be, upon all of the obligations of this lease, except that said owner or lessor shall not:
(di) be liable for any previous act or omission of Landlord under this lease,
(ii) be subject to any offset, not expressly provided for in the lease documents (as such term is hereinafter defined), that shall have theretofore accrued to Tenant against Landlord,
(iii) be bound by any obligation to perform any work forprevious modification of this lease, not expressly provided for in this lease, or make by any payment toprevious prepayment of more than one month's fixed rent or any additional rent then due, Tenant unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease through or by reason of which was required to be performed said owner or made prior lessor shall have succeeded to the time rights of Landlord under this lease.
7.05 Landlord agrees that upon written notice from Tenant, it will request a non-disturbance agreement for the benefit of Tenant from the holders of any superior mortgages now existing or hereafter created during the term of this lease. Such non-disturbance agreement shall provide, in effect, that so long as Tenant is not in default in the payment of rent or any other covenant or condition of this lease for longer than the respective periods provided in Article 25 hereof and provided Tenant attorns as herein specified (i) its rights as tenant hereunder shall not be affected or terminated, (ii) its possession of the Demised Premises shall not be disturbed, (iii) no action or proceeding shall be commenced to remove or evict Tenant and (iv) this lease shall at all times continue in full force and effect notwithstanding the foreclosure of the superior mortgage. The inability of Landlord to obtain such successor landlord succeeded non-disturbance agreement referred to in the preceding sentence shall not be deemed a default on Landlord's part of its obligations hereunder, or impose any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior claim in favor of Tenant against Landlord (including security deposits), except to by reason thereof or affect the extent such monies are actually received by such successor landlordvalidity of this lease.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land Land, the Building and/or the Building Unit now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or Land, the Building Building, the Unit and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages, provided Tenant has received an SNDA (as defined below) from the applicable ground lessor or mortgagee. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Landlord shall provide to Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to from the holder of each any superior mortgage leases and/or superior mortgages, an executed subordination and non-disturbance agreement (the lessor “SNDA”) in the form then currently utilized by the respective holder and provided same is reasonably satisfactory to Tenant, Tenant agrees to countersign same. Landlord represents and warrants that as of each the date hereof, there are no superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage leases or superior lease, as the case may be, to remedy the same (which reasonable period shall mortgages in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed respect to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordDemised Premises.
Appears in 1 contract
Samples: Lease (American Realty Capital New York Recovery Reit Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;.
7.04 Landlord represents to Tenant that as of the date hereof, Landlord is the fee owner of both the Land and the Building and there are no superior leases affecting Landlord’s interest in the Land or Building.
(da) The subordination of this lease to superior leases hereafter existing in accordance with Section 7.0l is subject to the express conditions that so long as this lease shall be bound in full force and effect in the event of termination of the term of any such superior lease by any obligation to perform any work forreentry, notice, summary proceedings, or make any payment toother action or proceeding, or if the term of such superior lease shall otherwise terminate or expire before the termination or expiration of the term of this lease, (i) Tenant which was required to shall not be performed or made prior to the time such successor landlord succeeded a party to any prior Landlord’s interest; and
action or proceeding to remove or evict Tenant or the tenant under such superior lease, or to disturb its possession by reason of, or based upon, such termination or expiration of the term of such superior lease, and (eii) be accountable for any monies deposited with any prior Landlord (including security deposits)this lease shall continue in full force and effect as a direct lease between Tenant and the then owner of the fee or lessor of such superior lease, as the case may be, upon all of the obligations of this lease, except to the extent such monies are actually received by such successor landlord.that said owner or lessor shall not:
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 11.1. This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages, except that with respect to all such mortgages and leases entered into hereafter, this Lease shall be subject and subordinate thereto only if the holder thereof (in the case of a mortgage) or the lessor thereunder (in the case of a lease) enters into an agreement with Tenant providing in substance that so long as no default exists as would entitle Landlord to terminate this Lease, Tenant's leasehold estate hereunder shall not be terminated or disturbed nor shall Tenant's rights hereunder be affected. This This
Section 11.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” " and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that ," and the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as or its successor in interest at the time referred to in Section 7.02is sometimes hereinafter called a "holder."
7.02 11.2. In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of its intention to, and commence and continue to remedy such act or omission.
7.03 11.3. If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s 's rights (herein sometimes referred to as “called "successor landlord”") and upon such successor landlord’s 's written agreement to accept Tenant’s 's attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord 's landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment attornment, this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions covenants, conditions, agreements and covenants provisions, as are set forth in this lease and shall be applicable after such attornment Lease except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;Lease,
(b) be subject to any offset, not expressly provided for in this leaseLease, which shall have theretofore accrued to Tenant against Landlord;, and
(c) be bound by any previous modification of this leaseLease, not expressly provided for in this leaseLease, or by any previous prepayment of more than one month’s 's fixed annual rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of any superior mortgage.
11.4. If, in connection with the superior financing of the Building, the holder of any mortgage through or by reason shall request reasonable modifications in this Lease as a condition of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment toapproval thereof, Tenant which was required will not unreasonably withhold, delay or defer making such modifications, provided that they do not increase the obligations of Tenant hereunder or materially and adversely affect the leasehold interest created by this Lease.
11.5. Landlord agrees to be performed or made prior obtain and deliver to Tenant a subordination, non- disturbance and attornment agreement from Bankers Trust Company, as trustee, the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to holder of the extent such monies are actually received by such successor landlord.existing mortgage on the Building in the form annexed hereto as Exhibit B.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease6.01. Subject to the conditions of Section 6.02 below, this Lease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building Demised Premises and/or any of such leasesthis Lease, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements replacements, and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any an instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordinationsubordination provided such document shall contain appropriate language of non- disturbance. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” ", and the lessor holder of a superior lease mortgage or its successor in interest at the time referred to is sometimes hereinafter referred called a "superior mortgagee." Within forty-five (45) days from the date hereof, Landlord shall obtain from the existing mortgagee a Subordination, Non-Disturbance and Attornment Agreement in favor of Tenant utilizing the existing mortgagee's standard form. Landlord shall assist Tenant in facilitating any changes to the mortgagee's standard form that Tenant may request; however, Landlord shall have fully discharged its obligation under this Section 6.01 by delivering to Tenant such standard form within said forty- five (45) days. If Landlord fails to so provide such Agreement as a “lessor”herein described, then on ten (10) days written notice. Tenant acknowledges that shall be entitled to terminate this Lease unless Landlord delivers such Agreement within the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration ten (“MetLife”10) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02day period.
7.02 6.02. In the event the Land or Demised Premises is encumbered by a mortgage lien in the future, as a condition of any act or omission Tenant's subordination thereto, Landlord shall obtain from such future mortgagee the Non-Disturbance Agreement in favor of Landlord which would give Tenant utilizing such mortgagee's standard and customary form; provided, however, such Non-Disturbance Agreement must (a) contain an acknowledgment and consent by the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission mortgagee to the holder terms and conditions of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writingthis Lease, and (iib) unless must provide that so long as Tenant is not in default of its obligations under this Lease, then Tenant's use and enjoyment of the Demised Premises shall not be disturbed and that Tenant will not be named in or joined in any action or proceeding to foreclose any such act or omission mortgage. If such Non-Disturbance Agreement contains usual and customary institutional lender and tenant provisions and further provides for a reasonable opportunity for the mortgagee to cure any Landlord defaults and other reasonable lender requirements, then such Non-Disturbance Agreement shall be one which deemed in conformance with the provisions hereof. If Tenant fails to reasonably accept such Non-Disturbance Agreement, it shall be considered that Landlord has satisfied any requirement respecting the applicable future mortgagee and this Lease shall be subordinate to the lien of the Mortgage. If Landlord is unable to obtain from the Lender the Non-Disturbance Agreement as described in this Section 6.02, then this Lease shall not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following be deemed subordinate to the giving lien of such notice and following future mortgagee. Landlord shall facilitate the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, communication of requested changes to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give any form from Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party future mortgagee so succeeding as to Landlord’s rights (herein sometimes referred to as “successor landlord”) ensure that Tenant's changes and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as comments are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded made known to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordfuture mortgagee.
Appears in 1 contract
Samples: Lease Agreement (Globespan Inc/De)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. In the event Tenant fails to execute and deliver to Landlord such instrument within fifteen (15) days of request therefor, Landlord may, but shall not be obligated to, execute such instrument for and on behalf of Tenant as its attorneys-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as its irrevocable attorney-in-fact coupled with an interest solely to execute and deliver any instruments required to carry out the intent of this Section 7.01 on behalf of Tenant. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” "SUPERIOR LEASES" and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” "SUPERIOR MORTGAGES" and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02"LESSOR".
7.02 In the event of any act or omission of Landlord which that would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, or entitle Tenant to any abatement or offset against the payment of rent, Tenant shall not exercise such right (i) until it has given written notice of such act or omission or the accrual of such claim or right, to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writingTenant, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy, but no more than sixty (60) days after the date such holder or lessor receives such notice (except to the extent is entitled under this lease or otherwise to more than sixty (60) days)), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then or if a superior lease shall terminate or be terminated for any reason, then, at the request election and upon demand of such the party so succeeding to Landlord’s rights 's rights, as the successor owner of the property of which the Demised Premises is a part, or as the mortgagee in possession thereof, or otherwise (such party, owner or mortgagee being herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornmentcalled the "SUCCESSOR LANDLORD"), Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord 's landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment attornment, this lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant Tenant, upon all of the executory terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment attornment, except that the successor landlord shall not:not be
(a) be liable for any previous act or omission of Landlord (or its predecessor in interest) under this lease, except for defaults of the Landlord under this lease that are continuing after the successor landlord becomes the Landlord under this lease;
(b) be subject to any offsetcredits, not offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in interest), except for offsets and defenses that are expressly provided for set forth in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be (except that to the extent the lessor of a superior lease or holder of a superior mortgage (before becoming a successor landlord) otherwise expressly agreed in writing, either in such superior lease or superior mortgage, or in a subordination, non-disturbance and attornment agreement with Tenant) bound by any previous modification of this lease, not expressly provided for in this lease, lease or by any previous prepayment of more than one month’s 's fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any covenant to undertake or complete any construction of the Demised Premises or any portion thereof or pay for or reimburse Tenant for any costs incurred in connection with such construction, except for Landlord's Work and Post-Commencement Landlord's Work;
(e) required to account for any security deposit of Tenant other than any security deposit actually delivered to the successor landlord by Landlord;
(f) liable for the obligations of Landlord under this lease for any period of time other than such period as such successor landlord holds such interest;
(g) responsible for any monies owing by Landlord to the credit of Tenant; and
(h) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits. The foregoing provisions shall inure to the benefit of any successor landlord, shall apply to the tenancy of Tenant notwithstanding that this lease may terminate upon the termination of the superior lease, and shall be self-operative upon any such demand, without requiring any further instrument to give effect to said provisions. Tenant, however, upon demand of any successor landlord, agrees to execute, from time to time, an instrument in confirmation of the foregoing provisions, satisfactory to such successor landlord, in which Tenant shall acknowledge such attornment. Nothing contained in this Section 7.03 shall be construed to impair any right, privilege or option of any successor landlord (except as may otherwise be expressly set forth in this Section 7.03) or, except as otherwise provided in this lease, to impair any right, privilege or option of Tenant.
7.04 If, in connection with obtaining financing or refinancing for the Building, or Landlord's estate and interest therein, a lender shall request reasonable modifications to this lease as a condition to such financing or refinancing, Tenant which was required to be performed will not withhold, delay or made prior to defer its consent thereto, provided that such modifications do not increase the time such successor landlord succeeded to any prior Landlord’s interest; and
obligations of Tenant hereunder (e) be accountable for any monies deposited with any prior Landlord (including security deposits)except, except perhaps, to the extent that Tenant may be required to give notices of any defaults by Landlord to such monies are actually received lender) or adversely affect Tenant's rights or remedies under this lease or the leasehold interest hereby created.
(a) Notwithstanding anything contained in this Article to the contrary, but provided that the Tenant named herein (or a Related Entity (as defined in Section 9.11 below) of the Tenant named herein) or a successor to the Tenant named herein (or to a Related Entity of the Tenant named herein) after a Stock Transfer (as defined in said Section 9.11) is the then Tenant hereunder, and such Tenant then occupies for its own account at least 57,000 rentable square feet of the Demised Premises, Landlord shall obtain and deliver to Tenant a Subordination, Non-Disturbance and Attornment Agreement (hereinafter referred to as an "SNDA") for the benefit of Tenant from the holder of the superior mortgage now in effect and from the holder of each new superior mortgage that becomes effective after the date hereof and from the lessor under each superior lease that becomes effective after the date hereof, which SNDA shall be in recordable form and content then utilized by such successor landlordholder or lessor and, with respect to each new superior mortgage that becomes effective after the date hereof and from the lessor under each superior lease that becomes effective after the date hereof, shall be comparable to the SNDA obtained from the holder of the superior mortgage now in effect, and which shall provide, in substance, that as long as Tenant is not in default in the payment of fixed rent or additional rent or any other term, covenant or condition of this lease, beyond any applicable notice and cure period and provided Tenant attorns to such holder or lessor, as the case may be, under the terms and provisions of this lease, (a) its rights as Tenant hereunder shall not be affected or terminated, (b) its possession of the Demised Premises shall not be disturbed, and (c) no action or proceeding shall be commenced to remove or evict Tenant. (Notwithstanding the foregoing, such occupancy requirement of 57,000 rentable square feet shall not apply to the holder of the Superior Mortgage now in effect, and thereafter, until the Demised Premises comprises 57,000 rentable square feet (or more), such 57,000 rentable square foot requirement shall be reduced to the actual number of rentable square feet of the Demised Premises.) Until such time as Landlord obtains and delivers to Tenant an SNDA from a holder of a superior mortgage or from the lessor under a superior lease, this lease shall not be subject or subordinate to the superior mortgage or superior lease in question. Notwithstanding anything contained in this Section 7.05 to the contrary, to the extent that the failure or inability of Landlord to deliver to Tenant an SNDA from such holder or lessor results in this lease not being subject and subordinate to such superior mortgage or superior lease, Landlord shall not be obligated to obtain and deliver to Tenant an SNDA from such holder or lessor. In addition, if Tenant fails to execute, acknowledge or deliver to Landlord or to such holder or lessor such an SNDA within thirty (30) days after Landlord's delivery of same to Tenant, whether or not such holder or lessor has already executed same, this lease shall be subordinate to such superior mortgage or superior lease, as the case may be, as set forth in Sections 7.01, 7.02 and 7.03 above, and Landlord shall be deemed to have fulfilled all of its obligations under this Section with respect to obtaining an SNDA from such holder or lessor, as the case may be.
(b) As between Tenant and the holder of any superior mortgage and/or the lessor under any superior lease with whom Tenant has entered into an SNDA, if any of the provisions of this Article 7 are inconsistent with the provisions of such SNDA, the provisions of such SNDA shall govern.
Appears in 1 contract
Samples: Lease Agreement (About Com Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 6.01. This leaseLease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all a l ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements replacements, and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any an instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease Lease is,, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” and ", the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing", and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then its successor in interest at the request of such party so succeeding to Landlord’s rights (herein sometimes time referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, is sometimes hereinafter called a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:
(a) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the "superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordmortgagee."
Appears in 1 contract
Samples: Lease Agreement (Robotic Lasers Inc)
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This leaseLease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. In the event Tenant fails to execute and deliver to Landlord such instrument within thirty (30) days of request therefor, Landlord may, but shall not be obligated to, execute such instrument for and on behalf of Tenant as its attorneys-in-fact. In acknowledgment thereof, Tenant hereby appoints Landlord as its irrevocable attorneys-in-fact coupled with an interest solely to execute and deliver any instruments required to carry out the intent of this Section 7.01 on behalf of Tenant. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “superior leases” and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “superior mortgages” and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as a “lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this leaseLease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease Lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed to the rights of Landlord under this leaseLease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord landlord under this leaseLease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease Lease and shall be applicable after such attornment except that the successor landlord shall notnot be:
(a) be liable for any previous act or omission of Landlord (or its predecessor in interest) under this leaseLease;
(b) be subject to bound by any offsetprevious modification of this Lease, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this leaseLease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by the lessor of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this leaseLease;
(c) responsible for any monies owing by Landlord to the credit of Tenant;
(d) be subject to any credits, offsets, claims, counterclaims, demands or defenses which Tenant may have against Landlord (or its predecessors in interest);
(e) bound by any covenant to undertake or complete any construction of the Demised Premises or any portion thereof;
(f) required to account for any security deposit other than any security deposit actually delivered to the successor landlord;
(g) bound by any obligation to perform any work for, or make any payment toto Tenant or grant or be subject to any credits, Tenant which was required except for services, repairs, maintenance and restoration provided for under this Lease to be performed or made prior to after the time such date of attornment, it being expressly understood, however, that the successor landlord succeeded shall not be bound by an obligation to any prior make payment to Tenant with respect to construction performed by or on behalf of Tenant at the Demised Premises.
7.04 If, in connection with obtaining financing or refinancing for the Building of which the Demised Premises form a part, or Landlord’s interest; and
estate and interest therein, a lender shall request reasonable modifications to this Lease as a condition to such financing or refinancing, Tenant will not withhold, delay or defer its consent thereto, provided that such modifications do not increase the obligations of Tenant or decrease Tenant’s rights hereunder (e) be accountable for any monies deposited with any prior Landlord (including security deposits)except, except perhaps, to the extent that Tenant may be required to give notices of any defaults by Landlord to such monies are actually received lender and/or permit the curing of such defaults by such successor landlordlender together with the granting of such additional time for such curing as may be required for such lender to get possession of the Building or Landlord’s interest therein) or materially adversely affect the leasehold interest hereby created. In no event shall a requirement that the consent of any such lender be given for any modification of this Lease or, subject to the provisions of this Lease for any assignment or sublease, be deemed to materially adversely affect the leasehold interest hereby created. In the event Tenant fails to execute and deliver to Landlord a duly executed modification or amendment of this Lease incorporating such modification within thirty (30) days of a request therefor, Landlord may execute such amendment or modification for and on behalf of Tenant as its attorney-in-fact coupled with an interest solely to execute and deliver any instruments required to carry out the intent of this Section 7.04 on behalf of Tenant.
Appears in 1 contract
SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 6.01. This leaseLease, and all rights of Tenant hereunder, hereunder are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of the Land and/or the Building now or hereafter existing and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildings, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements replacements, and extensions of such leases and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-self- operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any an instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease Lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease Lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” and ", the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02.
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, shall previously have been furnished to Tenant in writing", and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor of a superior lease or the holder of a superior mortgage shall succeed or its successor in interest at the time referred to is sometimes hereinafter called a "superior mortgagee."
6.02. With respect to the rights of Ground Lease, Landlord under this lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding hereby represents to Landlord’s rights Tenant as follows:
(herein sometimes referred to as “successor landlord”i) and upon successor landlord’s written agreement to accept Tenant’s attornment, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue The Ground Lease is in full force and effect as, or effect.
(ii) All rent and other charges due under the Ground Lease as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that the successor landlord shall not:date hereof has been paid.
(aiii) be liable for any previous act or omission of Landlord under this lease;
(b) be subject to any offset, This Lease does not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(c) be bound by any previous modification of this lease, not expressly provided for in this lease, or by any previous prepayment of more than one month’s fixed rent, unless such modification or prepayment shall have been expressly approved in writing by violate the lessor provisions of the superior lease or the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord under this lease;
(d) be bound by any obligation to perform any work for, or make any payment to, Tenant which was required to be performed or made prior to the time such successor landlord succeeded to any prior Landlord’s interest; and
(e) be accountable for any monies deposited with any prior Landlord (including security deposits), except to the extent such monies are actually received by such successor landlordGound Lease.
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SUBORDINATION, NOTICE TO LESSORS AND MORTGAGEES. 7.01 This lease, and all rights of Tenant hereunder, are and shall be subject and subordinate in all respects to all ground leases, overriding leases and underlying leases of relating to the Land and/or the Building now or to the extent that any of the foregoing may hereafter existing exist and to all mortgages which may now or hereafter affect the Land and/or the Building and/or any of such leases, whether or not such mortgages shall also cover other lands and/or buildingsleases of which the Demised Premises may be a part, to each and every advance made or hereafter to be made under such mortgages, and to all renewals, modifications, replacements and extensions of such leases leases, and such mortgages and spreaders and consolidations of such mortgages. This Section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall promptly execute and deliver any instrument that Landlord, the lessor of any such lease or the holder of any such mortgage or any of their respective successors in interest may reasonably request to evidence such subordination. The leases to which this lease is, at the time referred to, subject and subordinate pursuant to this Article are hereinafter sometimes referred to as “called "superior leases” " and the mortgages to which this lease is, at the time referred to, subject and subordinate are hereinafter sometimes referred to as “called "superior mortgages” " and the lessor of a superior lease or its successor in interest at the time referred to is sometimes hereinafter referred to as called a “"lessor”. Tenant acknowledges that the current lender is the Metropolitan Life Insurance Company with an address of 10 Xxxx Xxxxxx, Xxxxxxxxxx, XX 00000, Attention: Senior Vice President Real Estate Investments and Attention: Assistant Vice President Loan Administration (“MetLife”) and agrees that this shall constitute written notice of such holder of a superior mortgage as referred to in Section 7.02".
7.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise such right (i) until it has given written notice of such act or omission to the holder of each superior mortgage and the lessor of each superior lease whose name and address, other than MetLife, address shall previously have been furnished to Tenant in writing, and (ii) unless such act or omission shall be one which is not capable of being remedied by Landlord or such mortgage holder or lessor within a reasonable period of time, until a reasonable period (but not less than sixty (60) days) for remedying such act or omission shall have elapsed following the giving of such notice and following the time when such holder or lessor shall have become entitled under such superior mortgage or superior lease, as the case may be, to remedy the same (which reasonable period shall in no event be less than the period to which Landlord would be entitled under this lease or otherwise, after similar notice, to effect such remedy), provided such holder or lessor shall with due diligence give Tenant written notice of intention to, and commence and continue to remedy such act or omission.
7.03 If the lessor The subordination of a superior this lease to ground, overriding or the holder of a superior mortgage shall succeed underlying leases in accordance with Section 7.01 is subject to the rights express condition that so long as this lease shall be in effect in the event of Landlord under termination of the term of any such ground, overriding or underlying lease by reentry, notice, summary proceedings or other action or proceeding or if the term of such ground, overriding or underlying lease shall otherwise terminate or expire before the termination or expiration of the term of this lease, whether through possession or foreclosure Tenant shall not be made a party to any action or delivery proceeding to remove or evict Tenant or to disturb its possession by reason of a new lease or deed, then at based upon such termination or expiration of the request term of such party so succeeding to Landlord’s rights (herein sometimes referred to as “successor landlord”) and upon successor landlord’s written agreement to accept Tenant’s attornmentground, Tenant shall attorn to and recognize such successor landlord as Tenant’s Landlord under this overriding or underlying lease, and shall promptly execute and deliver any instrument that such successor landlord may reasonably request to evidence such attornment. Upon such attornment this lease shall continue in full force and effect as, or as if it were, a direct lease between Tenant and the successor landlord and Tenant the owner of the fee or lessor of such ground, overriding or underlying lease, as the case may be, upon all of the termsobligations of this lease, conditions and covenants as are set forth in this lease and shall be applicable after such attornment except that other than the successor landlord payment of Landlord's Share under Exhibit C, if said owner or lessor is not Landlord or a related entity of Landlord, said owner or lessor shall not:
not (ai) be subject to any offsets or defenses against or be liable for any previous act or omission of Landlord any prior landlord (including Landlord) under this lease;
lease (b) be subject to any offset, not expressly provided for in this lease, which shall have theretofore accrued to Tenant against Landlord;
(cii) be bound by any previous modification of this leaselease made without its consent where Tenant prior to such modification shall have either received notice of such ground, not expressly provided for in this leaseoverriding or underlying lease or such ground, overriding or underlying lease or a memorandum thereof shall have been of record, or (iii) be bound by any previous prepayment of more than one month’s fixed 's rent.
7.04 The subordination of this lease to the liens of mortgages in accordance with Section 7.01 is subject to the express condition that so long as this lease shall be in effect, unless (a) Tenant shall not be named or joined in any action or proceeding to foreclose any such modification mortgage, (b) such action or prepayment proceeding shall have been expressly approved not result in writing by the lessor a cancellation or termination of the superior lease or term of this lease, and (c) if the holder of any such mortgage becomes the superior mortgage through owner of the fee or by reason the assignee of which any ground or underlying lease referred to in Section 7.01, or the successor landlord lessee of any other lease given in substitution therefor, or if the Land or the Building shall have succeeded be sold as a result of any action or proceeding to foreclose such mortgage, this lease shall continue in full force and effect as a direct lease between Tenant and the rights then owner of Landlord under the fee or the then lessee of such ground, overriding or underlying lease, or the lessee of any other lease given in substitution therefor, or such purchaser of the Land or Building, as the case may be, upon all of the obligations of this lease;
, except that other than the payment of Landlord's Share under Exhibit C, if such owner, lessee or purchaser is not Landlord or a related entity of Landlord, such owner, lessor or purchaser shall not (di) be bound by any obligation to perform any work forprepayment of more than one month's rent, or make (ii) be bound by any payment tomodification of this lease made without the consent of the holder of the mortgage (where Xxxxxx shall have received notice of such mortgage prior to such modification), Tenant be subject to any offsets or defenses against or be liable for any previous act or omission of any prior landlord (including Landlord) under this lease except as hereinafter provided in this Section 7.04, or (iv) be liable for performance of any initial work or installations which was are required to be performed or made prior to by Landlord hereunder other than the time such successor landlord succeeded to any prior payment of Landlord’s interest; and's Share under Exhibit C.
(e) be accountable for any monies deposited with any prior 7.05 Landlord (including security deposits), represents that as of the date hereof there are no superior leases and superior mortgages except to the extent such monies are actually received by such successor landlordas listed on Exhibit F annexed hereto.
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