Subordination to and Incorporation of Lease Etc Sample Clauses

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Subordination to and Incorporation of Lease Etc 

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Related to Subordination to and Incorporation of Lease Etc

• SUBORDINATION OF LEASE This Lease and Lessee’s interest hereunder shall at all times be subject and subordinate to the lien and security title of any deeds to secure debt, deeds of trust, mortgages, or other Encumbrances heretofore or hereafter granted by Lessor or which otherwise encumber or affect the Leased Property and to any and all advances to be made thereunder and to all renewals, modifications, consolidations, replacements, substitutions, and extensions thereof (all of which are herein called the “Mortgage”); provided, however, that with respect to any Mortgage hereafter granted, such subordination is conditioned upon delivery to Lessee of a non-disturbance agreement which provides that Lessee shall not be disturbed in its possession of the Leased Property hereunder following a foreclosure of such Mortgage (or delivery of a deed-in-lieu-of-foreclosure) and that the holder of such Mortgage or the purchaser at a foreclosure sale (or grantee under such deed-in-lieu-of-foreclosure) shall perform all obligations of Lessor under this Lease. In confirmation of such subordination, however, Lessee shall, at Lessor’s request, promptly execute, acknowledge and deliver any instrument which may be required to evidence subordination to any Mortgage and to the holder thereof. In the event of Lessee’s failure to deliver such subordination and if the Mortgage does not change any term of the Lease, Lessor may, in addition to any other remedies for breach of covenant hereunder, execute, acknowledge, and deliver the instrument as the agent or attorney-in-fact of Lessee, and Lessee hereby irrevocably constitutes Lessor its attorney-in-fact for such purpose, Lessee acknowledging that the appointment is coupled with an interest and is irrevocable.

• Ratification and Incorporation of Original Indenture As supplemented hereby, the Original Indenture is in all respects ratified and confirmed, and the Original Indenture and this Supplemental Indenture shall be read, taken and construed as one and the same instrument.

• SUBORDINATION OF AGREEMENT 18.1 The parties hereto and the employees of the City are governed by the provisions of applicable Federal Law, State Law, and the City Charter. When any provisions thereof are in conflict with the provisions of this Agreement, the provisions of said Federal Law, State Law, or City Charter are paramount and shall prevail. 18.2 The parties hereto and the employees of the City are governed by applicable City Ordinances and said Ordinances are paramount except where they conflict with the express provisions of this Agreement.

• Amendment of Certificate of Incorporation The Corporation reserves the right to amend, alter, change or repeal any provision contained in this Certificate of Incorporation, in the manner now or hereafter prescribed by statute, and all rights conferred upon stockholders, directors, or any other persons herein are granted subject to this reservation.

• Amendment to Certificate of Incorporation The Depositor will not amend its Certificate of Incorporation or state of incorporation without prior notice to the Rating Agencies, the Indenture Trustee, and the Credit Enhancer.

• Subordination and Attornment This Lease is subject and subordinate to all Mortgages now or hereafter placed upon the Premises, and all other encumbrances and matters of public record applicable to the Premises; provided, however, that any such subordination to any Mortgage placed on the Premises after the date hereof shall not operate to terminate or defeat this Lease so long as Tenant is not in default hereunder beyond any notice and cure period. If any foreclosure proceedings are initiated by any Holder or a deed in lieu of such foreclosure is granted, Tenant agrees, upon written request of any such Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment (provided such Holder or purchaser shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant is not in default hereunder beyond any cure period hereunder). However, in the event of attornment, no Holder, purchaser at foreclosure sale or grantee of a deed in lieu of foreclosure shall be: (i) liable for any act or omission of Landlord or subject to any offsets or defenses which Tenant might have against Landlord (prior to such party becoming Landlord under such attornment); (ii) liable for any security deposit or bound by any prepaid Rent, in excess of Rent for the month in which such party becomes Landlord under such attornment, not actually received by such party; or (iii) bound by any future modification of this Lease not consented to by such party (provided that Tenant was first given notice of the existence of such Holder in the manner specified in Section 21.2 below). Any Holder may elect to make this Lease prior to the lien of its Mortgage by giving written notice to Tenant, and if the Holder of any prior Mortgage shall require, this Lease shall be prior to any subordinate Mortgage.

• Incorporation of Credit Agreement Provisions The provisions contained in Section 11.6 (Indemnification), Section 12.8 (Governing Law; Submission to Jurisdiction) and Section 12.9 (Waiver of Jury Trial) of the Credit Agreement are incorporated herein by reference to the same extent as if reproduced herein in their entirety.

• Termination of Lease (a) Landlord and Tenant hereby agree that, effective as of the Termination Date, the Lease and the term thereof shall terminate and expire, and Tenant’s estate in and right of possession to the Premises shall terminate and be wholly extinguished, as if said Termination Date was originally set forth in the Lease as the expiration date thereunder. Effective as of the Termination Date, neither Landlord nor Tenant shall have any further rights or obligations under the Lease, except as provided in this Agreement. Effective as of the Termination Date, Landlord and Tenant for themselves and their predecessors-in-interest, successors and assigns, do hereby release and forever discharge each other, their successors and assigns, from all actions, causes of action, sums of money, covenants, agreements, promises, damages, judgments, claims and demands whatsoever in law or in equity which each against the other ever had, now has, or which they or their respective predecessors, successors or assigns hereafter may have, upon or by reason of any matter, cause or thing whatsoever from the beginning of the world through the Termination Date arising out of or in connection with the Lease or the Premises, or the Building; provided that (A) neither party shall be released from any of its obligations under this Agreement (and this Agreement shall survive the termination of the Lease), (B) neither Landlord or Tenant shall be released from any indemnification obligations that accrued under the Lease prior to the Termination Date and (C) the provisions of Section 8.13 and Section 8.21 of the Lease shall survive the termination of the Lease. Effective as of the Termination Date, Landlord shall be entitled to lease the Premises to any person or entity, or take any other action with respect thereto, free from any claim of Tenant or any person or entity claiming through Tenant. (b) On or prior to the Termination Date, Tenant agrees to surrender unto Landlord and its successors and assigns, and Landlord agrees to accept, the Premises in its “as is” condition. (c) In consideration of this Agreement and the termination of the Lease, Tenant agrees to permit the letter of credit in the amount of $8,698,662.00 issued by Citibank, N.A. (the “Letter of Credit”) which Letter of Credit Landlord is presently holding as security under the Lease, to be drawn down for the payment of the following sums: (i) $7,800,000.00 (the “Termination Fee”) to be drawn down and paid to Landlord in consideration of the termination of the Lease and the other transactions contemplated by this Agreement; and (ii) $898,662.00, representing the balance of the proceeds of the Letter of Credit shall be paid to Tenant. Tenant hereby authorizes Landlord to draw on the Letter of Credit and the entire proceeds of the Letter of Credit (the “Proceeds”) and Landlord agrees to deliver Tenant’s share of the Proceeds described in clause (ii) above to Tenant’s bank account within three (3) Business Days of Landlord’s receipt of the entire Proceeds in accordance with Tenant’s wire instructions attached hereto as Exhibit A. Except as otherwise set forth in this Agreement, it is agreed that in no event shall Tenant at any time be entitled to receive any other sums from Landlord in connection with the Lease, including, without limitation, all or any portion of the Work Allowance or any reimbursement of any amounts previously paid by Tenant to Landlord in connection with the construction of the Terrace Space. Contemporaneously herewith, Landlord shall deliver a sight draft to the issuer of the Letter of Credit in order to obtain payment of the Proceeds, which sight draft shall provide for the Proceeds to be paid to Landlord’s bank account, as designated by Landlord. Tenant hereby agrees to cooperate with Landlord and execute any and all documents required by the issuing bank in order to facilitate Landlord’s efforts to draw down on the Proceeds of the Letter of Credit. The effectiveness of the surrender and termination provided for in this Agreement is subject to, and conditioned upon, Landlord’s receipt of the Termination Fee in accordance with the terms hereof. If Landlord does not receive the Termination Fee in accordance with the terms hereof, then the termination of the Lease shall automatically be null and void and of no further force or effect and the Lease shall continue in full force and effect as if this Agreement had never been entered into. (d) Tenant shall be responsible for, and shall indemnify Landlord for, any and all transfer taxes, sales taxes or other taxes or similar charges imposed by any federal, state or local governmental authority or under any Law arising from or relating to this Agreement, the Termination Fee or any of the other transactions hereunder. Tenant will execute and deliver to Landlord a New York State Form TP 584 and a New York City Form RPT. (e) Landlord and Tenant agree that the disgorgement of any portion of the Termination Fee or the avoidance in whole or in part of this Agreement, under any applicable law, including, but not limited to, chapter 5 of title 11 of the United States Code (the "Bankruptcy Code"), shall be considered a breach of this Agreement by Tenant and shall entitle Landlord to seek the full amount of the Obligations and any other damages to which Landlord is entitled under the Lease from Tenant resulting from the breach of this Agreement.

• Subordination Agreements Subordination Agreements with respect to all Subordinated Debt.

• Subordination to Mortgage This Lease, and any sublease entered into by Tenant under the provisions of this Lease, shall be subject and subordinate to any ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security now or hereafter placed upon the Premises, the Building, the Center, or any of them, and the rights of any assignee of Landlord or of any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any of the foregoing, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, that such subordination in the case of any future ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security placed upon the Premises, the Building, the Center, or any of them shall be conditioned on Tenant’s receipt from the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor of a Non-Disturbance Agreement in a form reasonably acceptable to Tenant (i) confirming that so long as Tenant is not in material default hereunder beyond any applicable cure period (for which purpose the occurrence and continuance of any event of default under Section 14.1 hereof shall be deemed to be “material”), Tenant’s rights hereunder shall not be disturbed by such person or entity and (ii) agreeing that the benefit of such Non-Disturbance Agreement shall be transferable to any transferee under a Permitted Transfer and to any other assignee or subtenant that is acceptable to the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor at the time of transfer. If any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee elects to have this Lease be an encumbrance upon the Center prior to the lien of its mortgage, deed of trust, ground lease or leaseback lease or other security arrangement and gives notice thereof to Tenant, this Lease shall be deemed prior thereto, whether this Lease is dated prior or subsequent to the date thereof or the date of recording thereof. Tenant, and any sublessee, shall execute such documents as may reasonably be requested by any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee to evidence the subordination herein set forth, subject to the conditions set forth above, or to make this Lease prior to the lien of any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement, as the case may be. Upon any default by Landlord in the performance of its obligations under any mortgage, deed of trust, ground lease, leaseback lease or assignment, Tenant (and any sublessee) shall, notwithstanding any subordination hereunder, attorn to the mortgagee, trustee, beneficiary, ground lessor, leaseback lessor or assignee thereunder upon demand and become the tenant of the successor in interest to Landlord, at the option of such successor in interest, and shall execute and deliver any instrument or instruments confirming the attornment herein provided for. Landlord represents and warrants to Tenant that as of the date of this Lease, neither the Premises nor the Building nor the Center is subject to any existing ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security.