SUBORDINATION TO GROUND LEASE Clause Samples
SUBORDINATION TO GROUND LEASE. The Parties acknowledge and agree that in the event Licensor’s rights in the Licensed Space and/or any part of the Tower Facility is derived in whole or part pursuant to an underlying lease, sublease, permit, easement or other right of use agreement (a “Ground Lease”), all terms, conditions and covenants contained in this Agreement shall be specifically subject to and subordinate to the terms and conditions of the applicable Ground Lease. In the event that any of the provisions of the Ground Lease are in conflict with any of the provisions of this Agreement (other than those provisions relating to the length of term, termination rights or financial consideration), the terms of the Ground Lease shall control. Further, Licensee agrees to comply with the terms of such Ground Lease as applicable to the access and occupancy of the Licensed Space. Notwithstanding anything contained in this Agreement to the contrary, if the Ground Lease expires or is terminated for any reason, this Agreement shall terminate on the effective date of such termination and Licensor shall have no liability to Licensee as a result of the termination of this Agreement. Licensor is under no obligation to extend the term of or renew the Ground Lease. Licensor shall give Licensee written notice of such termination or expiration of this Agreement as a result of the termination or expiration of the Ground Lease as soon as practicable. Unless prohibited by the terms of such Ground Lease, upon Licensee’s written request, Licensor shall provide a copy of any applicable Ground Lease with the economic terms and other terms that Licensor deems reasonably confidential redacted.
SUBORDINATION TO GROUND LEASE. This Lease is and shall be subject and subordinate to the Amended, Restated and Consolidated Ground Lease between the Massachusetts Port Authority (as ground lessor) (the “Ground Lessor” or the “Authority”), and Landlord, as successor in interest to Boston Harbor Industrial Development LLC (as ground lessee), dated as of March 31, 2010, notice of which is recorded with the Suffolk County Registry of Deeds in Book 46261, Page 23, and filed with the Suffolk Registry District of the Land Court as Document No. 776685 (the “Ground Lease”).
SUBORDINATION TO GROUND LEASE. Subject to Section 2.2, this Lease and all of Tenant's rights hereunder are and shall be subject and subordinate to the Ground Lease and any amendments or modifications thereof. If a Memorandum of Ground Lease is not of record as of the date hereof, then this Lease shall automatically become subordinate to the Ground Lease upon recordation of a Memorandum of Ground Lease, and within twenty (20) days after the receipt of a request from Landlord or any Mortgagee, Tenant shall confirm such subordination by executing a recordable subordination agreement in form and content reasonably satisfactory to Landlord.
SUBORDINATION TO GROUND LEASE. This Sublease is subject and subordinate to the Ground Lease, the rights of the Ground Lessor thereunder and any modifications, extensions and renewals of the Ground Lease, and also to all existing mortgages and deeds of trust encumbering Landlord's leasehold interest. If the Ground Lease shall terminate for any reason, or if Landlord shall default under any such mortgage or deed of trust and the mortgagee or beneficiary shall foreclose its lien or accept conveyance in lieu of foreclosure, and provided that immediately prior to the time of such termination or such foreclosure or conveyance in lieu thereof, this Sublease shall be in effect, this Sublease shall, at the election of Ground Lessor or such mortgagee or beneficiary, which election shall be subject in any case to the terms of the Ground Lease or the mortgage or deed of trust, as applicable, become a lease of the Premises between Ground Lessor and Tenant upon all of the terms and conditions set forth in this Sublease; provided that neither Ground Lessor nor such mortgagee or beneficiary shall be liable to Tenant for any default of Landlord under this Sublease occurring prior to such termination, foreclosure or conveyance in lieu of foreclosure, or be subject to any offsets, counterclaims or defenses which Tenant may be entitled to assert against Landlord or be bound by payments by Tenant of Base Rent for more than one month in advance of the due date thereof or payments of security deposits or Additional Charges, unless Landlord delivers such amounts to Ground Lessor or such mortgagee or beneficiary. Tenant hereby acknowledges receipt of a copy of the Ground Lease from Landlord.
SUBORDINATION TO GROUND LEASE. This Lease and all of Tenant's rights hereunder are and shall be subject and subordinate to the Ground Lease(s) and any amendments or modifications thereof. Tenant hereby acknowledges that the Rents payable hereunder have been assigned to the Ground Lessors subject to the rights of the Mortgagee. If any Memorandum of Ground Lease is not of record as of the date hereof, then this Lease shall automatically become subordinate to such Ground Lease upon recordation of a Memorandum of Ground Lease, and within ten (10) days after the receipt of a request from Landlord or any Ground Lessor, Tenant shall confirm such subordination by executing a recordable subordination agreement in form and content satisfactory to Landlord.
SUBORDINATION TO GROUND LEASE. This Lease and all rights of the Guarantor hereunder (except for the Unassigned Rights) are, and shall be, subject and subordinate to the Ground Lease, all renewals, modifications, consolidations, replacements, and extensions thereof."
14. If the Agent shall reasonably require that the Guarantor execute any instrument or document (including any security agreement , financing statement, continuation statement, supplemental mortgage, assignment or certificate of title) that is necessary or advisable so that the Agent and the Secured Parties may obtain the full benefit of the liens, security interests, rights and powers intended to be created by the First Mortgage and other Collateral Documents with respect to the Issuer's interest in the Ground Lease and other Mortgaged Property, the Guarantor shall have the right and power to execute, acknowledge, deliver and file the same pursuant to Section 5.3 of the Master Lease and this paragraph 14. If the Agent shall provide the Guarantor with any such instrument or document, the Guarantor shall promptly execute, acknowledge and deliver the same. If the Guarantor shall not promptly execute and deliver the same, the Agent shall have the right and power to execute, acknowledge, deliver and file the same acting on behalf of the Guarantor for the Issuer. The Agent shall have the right and power to execute, acknowledge and file financing statements and continuation statements acting on behalf of the Guarantor for the Issuer.
15. The Issuer hereby represents and warrants that (i) it is a public benefit corporation duly organized, validly existing and in good standing under the laws of New York; (ii) each of the Lease Documents executed by the Issuer and this Consent and Agreement is in full force and effect on the date hereof and constitutes a valid and binding obligation of the Issuer, enforceable in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and by general principles of equity; (iii) no consent, license, approval or authorization of, or filing, registration or declaration with, or exemption by, any governmental body, bureau or agency or any other person is required in connection with the execution, delivery and performance by the Issuer of any Lease Documents or this Consent and Agreement other than those which have been duly obtained and are in full force and effect; (iv) t...