Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 3 contracts
Samples: Asset Purchase Agreement (Biotel Inc.), Office Lease (Biotel Inc.), Office Lease (Biotel Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage represents that no Mortgages (both sometimes hereinafter referred to as "Mortgage"hereafter defined) against currently encumber the Building, any part thereof, or the Project or any interest thereinland on which it is situate. Upon delivery of a nondisturbance and attornment agreement which is reasonably satisfactory to Tenant, including a ground lease thereof ("Ground Lease") stating that this Lease is, and sell all of Tenant’s rights hereunder are and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly always be, subject and subordinate at all times to any ground lease such mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Land Leased Space (and/or the Building) or security instruments (collectively called “Mortgage”) that now exist, or may hereafter be placed upon the Leased Space or the Building Building, or both, now or hereafter existing any part thereof and all amendments, renewals and modifications thereto advances made or to be made thereunder and extensions thereof, or to and if the lien holder of any Mortgage now such interest forecloses or hereafter encumbering any portion of extinguishes Landlord’s rights in the ProjectBuilding or Leased Space, Tenant shall attorn to and to all advances made or hereafter to be made upon the security thereof, provided that recognize any such subordination at all times shall be subject to holder as the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default successor Landlord under this Lease. Tenant agrees to execute The aforesaid provision shall be self-operative and deliver such instruments subordinating this Lease to no further instrument or document shall be necessary unless required by any such Ground Lease Mortgagee or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenantpurchaser. Notwithstanding anything to the contrary contained hereinset forth above, any mortgagee under a Mortgage may, by notice in writing to Tenant, Mortgagee may at any time subordinate its Mortgage to this Lease. In the event , without Tenant’s consent, by execution of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any a written document subordinating such Mortgage by voluntary agreement to this Lease to the extent set forth therein, thereupon this Lease shall be deemed prior to such Mortgage. Should Landlord or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee any Mortgagee or purchaser in foreclosure desire confirmation of either such subordination or such attornment, as Tenant's landlord under this Lease. the case may be, Tenant agrees upon written request, and from time to time, will execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument without charge and in form reasonably satisfactory to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided Landlord, the Mortgagee or the purchaser all instruments and/or documents that prior may be required to acknowledge such notice Tenant has received notice subordination and/or agreement to attorn, in recordable form within ten (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise10) of the address of such mortgagee and containing business days following a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented therefor from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 3 contracts
Samples: Castle Creek Biosciences, Inc., Castle Creek Biosciences, Inc., Lease (Isolagen Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in Tenant agrees that this Agreement shall, at the nature option of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingLandlord, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease mortgage, deed of trust or other instrument of security which has been or shall be placed on the Land Premises, and this subordination is hereby made effective without any further act of Tenant or Landlord provided that the Building holder of any such instrument to which this Agreement is subordinated provides a Subordination and Non-Disturbance Agreement (“SNDA”) in the form attached hereto as Exhibit “E” or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or in such other commercially reasonable form as may be acceptable to the lien of lender and Tenant. Tenant shall, at any Mortgage now or hereafter encumbering any portion of the Projecttime hereinafter, and to all advances made or hereafter to be made upon the security thereofon demand, provided that any execute an SNDA in such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease form for the Term, notwithstanding any default under the relevant Ground Lease purpose of subjecting or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or Agreement to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and mortgage, deed of trust or other instrument of security. If Tenant agrees to return to Landlord any such instrument fully executed fails within ten (10) days following receipt of receipt thereof by Tenant. Notwithstanding anything said SNDA to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of execute and deliver any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any document such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenantfailure shall, at the request of the new landlordLandlord’s option, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord constitute a default by Tenant under this LeaseAgreement. Tenant agrees to execute and deliver attorn to any purchaser at any time upon request of such ground lessor, mortgagee, purchaserforeclosure sale, or their successors, to any instrument to further evidence grantee or transferee designated in any deed given in lieu of foreclosure. In such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cureevent, Tenant shall have no right toexecute, at Landlord’s or the lender’s request, such recognition and attornment agreement as the lender, at its option, may reasonably require. Landlord and Tenant acknowledge that it is the intention that a subordination, non-disturbance and attornment agreement (in reasonably industry standard form) be executed by Landlord, Tenant and any mortgage lender for the Premises. Landlord agrees to be diligent and negotiate in good faith with any lender to obtain quiet enjoyment/non-disturbance agreement regarding the Premises provided that Tenant is in conformance with the terms and conditions of the Agreement. (Landlord shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as required to reduce pay any consideration to the rent paid hereunder or shorten lender for the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageesame).
Appears in 3 contracts
Samples: 953 Sublease Agreement (Eidos Therapeutics, Inc.), Sublease Agreement, 953 Sublease Agreement (Eidos Therapeutics, Inc.)
Subordination. Landlord may execute and deliver Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land Building, the Project, or the land upon which the Building and the Project are situated, or both, now or hereafter existing ; and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). Notwithstanding the foregoing, Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon subordinated such ground or underlying leases or any such liens to this Lease, and in such case, in the security thereof, provided event that any such subordination at all times shall be subject to the right ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under such subordination, attorn to and become the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure tenant of the Mortgage or any sale pursuant theretosuccessor-in-interest to Landlord, so long as Tenant is not in default under this Leaseat the option of such successor-in-interest to Landlord. Tenant covenants and agrees to execute and deliver such instruments subordinating deliver, within ten (10) days after demand by Landlord therefor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time Security Instruments, and Tenant agrees to return to Landlord any such instrument fully executed shall specifically execute, acknowledge and deliver within ten (10) days of receipt thereof demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder (the “Holder”) of the Security Instrument requesting the document; provided that any such instrument provides that so long as no Tenant Default has occurred and is continuing, Tenant’s rights under this Lease shall not be terminated. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the name and on behalf of Tenant. Notwithstanding anything If requested to the contrary contained hereindo so, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, Tenant shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's ’s landlord under this Lease. Tenant agrees to execute and deliver at Lease any time upon request of such ground superior lessor, mortgagee, purchaser, superior mortgagee or their successors, any instrument other purchaser or person taking title to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings Building by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right totermination or foreclosure of any Security Instrument, and shall notTenant shall, terminate this Lease on account within ten (10) days of default. This Lease demand therefor, execute any commercially reasonable instruments or other documents which may not be modified required by Landlord or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, Holder of any ground lessor or mortgageesuch Security Instrument to evidence the attornment described in this Article 28.
Appears in 3 contracts
Samples: Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.), Office Building Lease (Cirius Therapeutics, Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at to all times to any present and future ground lease or underlying leases of the Land or the Building or both, now or hereafter existing Property and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage, trust deed or other encumbrances now or hereafter encumbering in force against the Building or Property or any portion of the Projectpart thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereofof such mortgages or trust deeds, provided unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”); provided, however, that in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any such subordination at all times future mortgage, trust deed or other encumbrances, shall be subject the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form, which requires such Superior Holder to continue this Lease as a direct lease between Superior Holder, as landlord, and Tenant, as tenant, and not to disturb Tenant’s possession, which must include any Superior Holder’s obligation to perform the right of Core and Shell Work, fund the Tenant Improvement Allowance and to remain in accept Tenant’s offset rights set forth herein (with respect to any Landlord default that first occurs, or continues to occur, after the date such Superior Holder takes possession of the Premises Building, and Tenant may only offset amounts attributable to the period of time from and after the date such Superior Holder takes possession of the Building), so long as an event of default has not occurred and is continuing (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under the terms of this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretoand not disturb Tenant’s occupancy, so long as Tenant is not in default under this Lease. Tenant agrees to execute timely pays the rent and deliver such instruments subordinating observes and performs the terms, covenants and conditions of this Lease to any such Ground Lease or to the lien of any such Mortgage as be observed and performed by Tenant. Landlord’s interest herein may be requested in writing by Landlord from assigned as security at any time to time and any lienholder. Tenant agrees to return to Landlord any such instrument fully executed shall, within ten (10) days of receipt thereof request by TenantLandlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Notwithstanding anything Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the contrary contained herein, any mortgagee under a Mortgage may, by notice obligations of the Tenant hereunder in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation any foreclosure proceeding or termination of sale. Landlord represents to Tenant that there are not any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request Superior Holders as of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under date of this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 3 contracts
Samples: Office Lease (Square, Inc.), Office Lease (Square, Inc.), Office Lease (Square, Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly is subject and subordinate at all times to any ground lease and underlying leases, mortgages and deeds of trust (collectively "Encumbrances") which may now affect the Land or the Building or bothProperty and to all renewals, now or hereafter existing and all amendmentsmodifications, renewals and modifications thereto consolidations, replacements and extensions thereof; provided, however, if the holder or to the lien holders of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided such Encumbrance ("Holder") shall require that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time prior and Tenant agrees to return to Landlord any such instrument fully executed superior thereto, within ten (10) days of receipt thereof written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant's rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord's written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary contained hereinset forth in this paragraph, Tenant hereby attorns and agrees to attorn to any mortgagee under a Mortgage may, by notice in writing entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination exercise of any other rights, powers or remedies under such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeEncumbrance.
Appears in 3 contracts
Samples: Media Arts Group Inc, Media Arts Group Inc, Media Arts Group Inc
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to to: (a) all reciprocal easement agreements, and any ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Project, and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the Project, and or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon subordinated to this Lease any of the security thereofitems referred to in clause (a) or (b) above, provided subject to compliance with the condition precedent set forth below. In the event that any such subordination at all times ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be subject liable for any default by Landlord or any other matter that occurred prior to the right of date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any subordination, attorn to remain in possession and become the tenant of the Premises under Successor, at the terms option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease with respect to any such Ground Lease ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such Mortgage as may be requested in writing by Landlord from time mortgage or deed of trust and Tenant’s failure to time execute and Tenant agrees to return to Landlord deliver any such instrument fully executed document within ten (10) business days after such demand by Landlord shall constitute an Event of receipt thereof by TenantDefault without further notice. Notwithstanding anything Landlord shall use commercially reasonable efforts to obtain the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event written agreement of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser trustee named in foreclosure as Tenant's any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is not in existence, neither this Lease. Tenant agrees to execute and deliver at Lease nor any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time ’s rights hereunder shall be extended by any period within which such mortgage is prevented from commencing terminated or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlordmodified, nor shall this Lease Tenant’s possession of the Premises be canceled disturbed or surrenderedinterfered with, without the prior written consentby any trustee’s sale or by an action or proceeding to foreclose said mortgage, in each instance, deed of any ground lessor trust or mortgageeother encumbrance.
Appears in 3 contracts
Samples: Lease, Lease (Silver Spring Networks Inc), Lease (Silver Spring Networks Inc)
Subordination. Landlord may execute and deliver Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing and be executed affecting all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, (ii) any CC&Rs (including without limitation the CC&Rs described in EXHIBIT C), and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to (iii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which all or any portion of the Project, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security (any of the foregoing, a “Mortgage”, and the beneficiary or mortgagee under any of the foregoing, a “Mortgagee”). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such Mortgages to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage as may be requested is foreclosed or a conveyance in writing by Landlord from time lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to time and become the Tenant agrees to return of the successor in interest to Landlord any at the option of such instrument fully executed within ten (10) days of receipt thereof by Tenantsuccessor in interest. Notwithstanding anything to the contrary contained herein, this Lease shall not be subject or subordinate to any mortgagee under ground or underlying lease or to any Mortgage, unless the ground lessor or Mortgagee executes a Mortgage may, by notice reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in writing to Tenant, subordinate its Mortgage to this Lease. In the event possession of the cancellation or termination Premises on the terms and conditions of any such Ground this Lease described above if and for so long as Tenant fully performs all of its obligations hereunder. Landlord and Tenant covenant and agree to cooperate in accordance with its terms or by the surrender thereofefforts to obtain a mutually acceptable form of subordination, whether voluntarynon-disturbance and attornment agreement from Landlord’s current Mortgagee, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant covenants and agrees to execute and deliver at upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant (Tenant has approved the form of the subordination, non-disturbance and attornment agreement attached as EXHIBIT F, without limiting Tenant’s future approval of any time upon request additional or substitute form), any customary additional documents evidencing the priority or subordination of this Lease with respect to any such ground lessor, mortgagee, purchaser, leases or their successors, underlying leases or the lien of any instrument to further evidence such attornmentMortgage. Tenant agrees to give the holder of shall execute, deliver and record any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice documents within ten (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (3010) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior ’s written consent, in each instance, of any ground lessor or mortgageerequest.
Appears in 3 contracts
Samples: Lease Agreement (Aruba Networks, Inc.), Lease Agreement (Omnivision Technologies Inc), Lease Agreement (Aruba Networks, Inc.)
Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property; however, Landlord represents to Tenant that as of the date of this Lease, the Project is not encumbered by any mortgage or deed of trust. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which may execute hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof, and provided further that as a mortgage condition precedent to Tenant’s obligation to be subordinate to future liens, Landlord obtains from the lender or other party in question an SNDA (as defined below). Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust deed in which may hereafter be executed covering the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingPremises, the Project or the property or any interest thereinrenewals, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land modifications, consolidations, replacements or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to for the lien full amount of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon thereunder and without regard to the security thereoftime or character of such advances, provided that any such subordination at all times shall be together with interest thereon and subject to the right of Tenant to remain in possession of the Premises under all the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Leaseand provisions thereof. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of receipt thereof by Tenant. Notwithstanding anything this Lease to any such mortgages, deed of trust, or leasehold estates; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant (an “SNDA”) to the contrary contained herein, any mortgagee effect that such lender or other party will not disturb Tenant’s right of possession under a Mortgage may, by notice this Lease if Tenant is not then or thereafter in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination breach of any such Ground Lease described above in accordance with its terms covenant or by the surrender thereof, whether voluntary, involuntary or by operation provision of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; Tenant shall, within five (5) days after request execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, further instruments or their successors, any instrument assurances as such purchaser may reasonably deem necessary to further evidence or confirm such attornment. Tenant agrees to give the holder provide copies of any Mortgage, by registered notices of Landlord’s default under this Lease to any mortgagee or certified mail, a copy deed of any notice of default served upon Landlord by Tenant, trust beneficiary whose address has been provided that prior to such notice Tenant has received notice (by way of service on and Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of shall provide such mortgagee and containing or deed of trust beneficiary a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the commercially reasonable time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of such notice thereof within which to cure any such default ordefault. Tenant waives the provisions of any current or future statute, if such default cannot be cured within that time, then such additional time as rule or law which may be necessary, if, within such thirty (30) days, give or purport to give Tenant any mortgagee has commenced and is diligently pursuing the remedies necessary right or election to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing terminate or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate otherwise adversely affect this Lease on account and the obligations of default. This Lease may not be modified or amended so as to reduce the rent paid Tenant hereunder or shorten in the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, event of any ground lessor foreclosure proceeding or mortgageesale.
Appears in 2 contracts
Samples: Standard Office Lease (loanDepot, Inc.), loanDepot, Inc.
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the all of Tenant’s rights of Tenant hereunder shall be and are hereby made expressly subject and automatically subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendmentsEncumbrances, renewals and modifications thereto to all renewals, modifications, consolidations, replacements and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to any and all advances made or hereafter to be made upon on the security thereofthereof or Landlord’s interest therein, provided unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such subordination at all times Encumbrance (or if by deed in lieu of foreclosure the Project is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) Tenant shall be subject attorn, without any deductions or set-offs whatsoever, to the right of Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (b) Tenant to remain in shall recognize such purchaser or Encumbrancer as the “Landlord” under this Lease, and (c) Tenant’s possession and quiet enjoyment of the Premises under the terms of this Lease hereunder shall not be disturbed by such purchaser or Encumbrancer for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under timely pays Rent and observes and performs the terms, covenants and conditions of this LeaseLease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant agrees shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Section 13.1.1 to execute and deliver such instruments subordinating evidence or confirm the subordination or superiority of this Lease to any such Ground Lease or to Encumbrance. Tenant waives the lien provisions of any such Mortgage as Requirement which may be requested give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the cancellation or termination interest of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord Landlord under this Lease. Tenant agrees to execute and deliver at , Encumbrancer shall not be (i) liable for any time upon request of such ground lessor, mortgagee, purchaser, action or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder omission of any Mortgage, by registered or certified mail, a copy of any notice of default served upon prior Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in under this Lease, then said mortgagee shall or (ii) subject to any offsets or defenses which Tenant might have an additional thirty against any prior Landlord, or (30iii) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended bound by any period within Rent which Tenant might have paid for more than the current month to any prior Landlord, or (iv) liable for any Security Deposit not actually received by such mortgage is prevented from commencing Encumbrancer, or pursuing such foreclosure proceedings (v) bound by reason any modification or amendment of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as consented to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeby such Encumbrancer.
Appears in 2 contracts
Samples: Reciprocal Easement Agreement (Silver Spring Networks Inc), Reciprocal Easement Agreement (Silver Spring Networks Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature (a) Subject to Landlords’ delivery to Tenant of a mortgage (both sometimes hereinafter referred nondisturbance agreement acceptable to as "Mortgage") against the BuildingTenant, Tenant covenants and agrees with Landlord that this Lease is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Project or any interest of Landlord therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of advances made on the Land or the Building or both, now or hereafter existing security thereof and to any and all amendmentsincreases, renewals and modifications thereto renewals, modifications, consolidations, replacements and extensions thereof, . Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant„ Tenant shall execute any appropriate certificate or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided instrument that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as Landlord may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed request within ten (10) days of receipt thereof after being requested by Tenant. Notwithstanding anything Landlord to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Leasedo so. In the event of the cancellation enforcement by the ground lessor, the mortgagee, the trustee, the beneficiary or termination of the secured party (any such Ground Lease described above in accordance with its terms party being herein referred to as “Interest Holder”) under any such ground lease, mortgage, deed of trust or security agreement (such documents being referred to herein as “Mortgage Documents”) of the remedies provided for by law or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosureDocuments, Tenant, at the upon written request of the new landlordInterest Holder or any person or party succeeding to the interest of Landlord as a result of such enforcement, shall will attorn to and recognize automatically become the tenant of such ground lessorInterest Holder or successor in interest without any change in the terms or other provisions of this Lease; provided, mortgagee however, that such Interest Holder or purchaser successor in foreclosure as Tenant's landlord interest shall not be bound by (i) any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of such Interest Holder or such successor in interest. Upon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant agrees to shall execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, an instrument or their successors, any instrument to further evidence such attornment. Tenant agrees to give instruments confirming and evidencing the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeattornment herein set forth.
Appears in 2 contracts
Samples: Lease Agreement (Q2 Holdings, Inc.), Lease Agreement (Q2 Holdings, Inc.)
Subordination. This Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord may execute that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver a mortgage any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust deed in which may hereafter be executed covering the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingPremises, the Project or the property or any interest thereinrenewals, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land modifications, consolidations, replacements or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to for the lien full amount of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon thereunder and without regard to the security time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided, provided however, that any a condition precedent to such subordination at all times shall be subject that Landlord obtains from the lender or other party in question a commercially reasonable non-disturbance agreement in favor of Tenant. Subject to the right of foregoing, Tenant agrees, within ten (10) business days after Landlord's written request therefor, to remain in possession of the Premises under the terms of this Lease for the Termexecute, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute acknowledge and deliver such upon request any and all documents or instruments subordinating requested by Landlord or necessary or proper to assure the subordination of this Lease to any such Ground Lease mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the lien of purchaser or any successors thereto upon any such Mortgage foreclosure sale or deed in lieu thereof as may be so requested in writing to do so by Landlord from time such purchaser and to time and recognize such purchaser as the lessor under this Lease; Tenant agrees to return to Landlord any such instrument fully executed shall, within ten (10) days of receipt thereof by Tenant. Notwithstanding anything after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation evidence or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence confirm such attornment. Tenant agrees to give the holder provide copies of any Mortgage, by registered notices of Landlord's default under this Lease to any mortgagee or certified mail, a copy deed of any notice of default served upon Landlord by Tenant, trust beneficiary whose address has been provided that prior to such notice Tenant has received notice (by way of service on and Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of shall provide such mortgagee and containing or deed of trust beneficiary a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the commercially reasonable time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of such notice thereof within which to cure any such default ordefault. Tenant waives the provisions of any current or future statute, if such default cannot be cured within that time, then such additional time as rule or law which may be necessary, if, within such thirty (30) days, give or purport to give Tenant any mortgagee has commenced and is diligently pursuing the remedies necessary right or election to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing terminate or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate otherwise adversely affect this Lease on account and the obligations of default. This Lease may not be modified or amended so as to reduce the rent paid Tenant hereunder or shorten in the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, event of any ground lessor foreclosure proceeding or mortgageesale.
Appears in 2 contracts
Samples: Office Lease (Lindows Inc), Office Lease (Lindows Inc)
Subordination. Landlord may execute Originator shall have the right to receive, and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingSPV shall make, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or payments relating to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances loans made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease Subordinated Note provided that, after giving effect to any such Ground Lease or payment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the lien prior payment of any such Mortgage indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as may be requested in writing of October 6, 2000, by Landlord and among SPV, Originator, as Servicer, various "Purchasers" from time to time party thereto, and Tenant agrees Bank One, NA (Main Office Chicago), as the "Agent" (as amended, restated, supplemented or otherwise modified from time to return to Landlord time, the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the "Senior Claimants") under the Purchase Agreement. Until the date on which all "Capital" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such instrument fully executed within ten (10obligations, collectively, the "Senior Claim") days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event proceeding of the cancellation or termination of any such Ground Lease type described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwiseSection 5.1(d) of the address Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of such mortgagee and containing a request therefor. Tenant further this Section 4, Originator agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Plexus Corp), Receivables Sale Agreement (Plexus Corp)
Subordination. Landlord may execute and deliver a mortgage or trust deed The indebtedness evidenced by this Subordinated Note is subordinated to the prior payment in the nature full of a mortgage (both sometimes hereinafter referred to all of SPV’s recourse obligations under that certain Receivables Purchase Agreement dated as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or bothdate hereof by and among SPV, now or hereafter existing and all amendmentsThe Timken Corporation, renewals and modifications thereto and extensions thereofas Servicer, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord various “Purchasers” from time to time party thereto, various “Managing Agents” from time to time party thereto and Tenant agrees The Bank Of Tokyo-Mitsubishi UFJ, Ltd., New York Branch, as the “Agent” (as amended, restated, supplemented or otherwise modified from time to return to Landlord time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent, the Managing Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all “Capital” outstanding under (and as defined in) the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such instrument fully executed within ten (10obligations, collectively, the “Senior Claim”) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, any mortgagee under a Mortgage mayOriginator shall not demand, by notice accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation cash or termination of any such Ground Lease described above in accordance with its terms other property or by the surrender thereofset-off or any other manner (including, whether voluntarywithout limitation, involuntary from or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant collateral) any payment or security of a copy all or any of an assignment the indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of rents and leases, or otherwisethe type described in Section 5.1(d) of the address Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or Originator from requesting, taking, receiving or accepting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, any of the Senior Claimants the funds used for such payments and further provided that the making of such mortgagee payment would not otherwise violate the terms and containing a request thereforprovisions of the Purchase Agreement. Tenant further Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 2 contracts
Samples: Receivables Sale Agreement (Timken Co), Receivables Sale Agreement (Timken Co)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at to all times to any present and future ground lease or underlying leases of the Land Buildings or the Building or both, now or hereafter existing Project and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage, trust deed or other encumbrances now or hereafter encumbering in force against the Buildings or Project or any portion of the Projectpart thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereofof such mortgages or trust deeds, provided unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”). However, in consideration of and a condition precedent to Tenant’s agreement to subordinate this Lease to any future mortgage, trust deed or other encumbrances, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form (a “SNDA”) executed by Landlord and the appropriate Superior Holder. Pursuant to such SNDA, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such subordination at all times shall be subject mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the right lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, and such lienholder or purchaser or ground lessor shall agree to accept this Lease and perform the obligations of Tenant to remain in possession Landlord hereunder (including, without limitation, the funding of the Premises under Improvement Allowance (or in the terms alternative, the recognition of this Lease Tenant’s right to offset rent for failure of Landlord to pay the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure Improvement Allowance as provided in Section 2 of the Mortgage or Work Letter), but excluding any sale pursuant theretoobligation to complete any of Landlord’s construction obligations set forth in Section 1 of the Work Letter), and not disturb Tenant’s occupancy, so long as Tenant is not in default under this Lease. Tenant agrees to execute timely pays the rent and deliver such instruments subordinating observes and performs the terms, covenants and conditions of this Lease to any such Ground Lease or to the lien of any such Mortgage as be observed and performed by Tenant. Landlord’s interest herein may be requested in writing by Landlord from assigned as security at any time to time and any lienholder. Tenant agrees to return to Landlord any such instrument fully executed shall, within ten (10) days of receipt thereof request by TenantLandlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Notwithstanding anything Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the contrary contained herein, any mortgagee under a Mortgage may, by notice obligations of the Tenant hereunder in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation any foreclosure proceeding or termination of sale. Landlord represents to Tenant that there are not any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request Superior Holders as of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under date of this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 2 contracts
Samples: Project Agreement (Dropbox, Inc.), Project Agreement (Dropbox, Inc.)
Subordination. Landlord may execute (a) Each Agent (on behalf of itself and deliver its other Relevant Subordinated Parties) hereby agrees, on a mortgage or trust deed several basis, that all of their respective right, title and interest in and to the nature Subordinated Obligations shall be subordinate and junior in right of a mortgage (both sometimes hereinafter referred payment to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease the Senior Parties in respect of the Land obligations of each Guarantor (whether now existing or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to return the Company or any Guarantor pursuant to Landlord the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinInsolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation foregoing is allowed or termination allowable as a claim in any Insolvency Proceeding (collectively, the “Senior Obligations”). For the avoidance of any such Ground Lease described above doubt, (1) “payment in accordance with its terms full” (or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwisesimilar term used herein) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default canSenior Obligations will not be cured within that time, then such additional time deemed to have occurred so long as may be necessary, if, within such thirty any Obligations under and as defined in the Senior Debt Documents remain outstanding (30other than any inchoate obligations for which no claim has been asserted) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time 2) nothing herein shall or shall be extended by any period within which such mortgage is prevented from commencing deemed to affect, alter or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent impair the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in each instance, of any ground lessor or mortgagee.the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that ECA Agreement. For purposes hereof:
Appears in 2 contracts
Samples: Subordination Agreement (Royal Caribbean Cruises LTD), Subordination Agreement (Royal Caribbean Cruises LTD)
Subordination. (a) Landlord may execute and deliver have heretofore or may hereafter encumber with a mortgage mortgage, deed of trust, deed to secure debt, financing statement or trust deed in other security interests (collectively, a “Mortgage”) the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingLand, the Project or any part thereof or any interest therein, including may sell and lease back the Land, the Project or any part thereof, and may encumber the leasehold estate under such a ground sale and leaseback arrangement with a Mortgage. (The holder of any Mortgage is herein called a “Mortgagee.” A lease creating Landlord’s interest in the Land, the Project or part thereof ("is herein called a “Ground Lease"” and the lessor under any such Ground Lease is herein called a “Ground Lessor.”) and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby expressly made expressly subject to and subordinate at all times to any ground lease of the Land or the Building or both, Mortgage and to any Ground Lease now or hereafter existing existing, and to all amendments, renewals modifications, renewals, extensions, consolidations and modifications thereto and extensions replacements thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof; provided, provided however, that any such subordination at all times the Mortgagee or Ground Lessor shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretonot, so long as Tenant is shall not be in default under this Lease, disturb Tenant in its possession of the Leased Premises or terminate Tenant’s rights hereunder. Tenant agrees to execute and deliver to Landlord such further instruments subordinating consenting to or confirming the subordination of this Lease to any such Mortgage and to any Ground Lease or to the lien of any and containing such Mortgage as other provisions which may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of after Tenant’s receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageerequest.
Appears in 2 contracts
Samples: Office Lease Agreement (Cumberland Pharmaceuticals Inc), Office Lease Agreement (Cumberland Pharmaceuticals Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or land comprising the Building or bothComplex hereafter existing (Landlord hereby confirming that the land comprising the Complex is not currently ground leased), and all amendments, renewals, modifications and extensions of and to any said ground lease, and to the lien and provisions of any mortgage now or hereafter existing encumbering the Complex, or any part thereof, or said ground leasehold estate, and all amendments, renewals and modifications thereto and extensions thereof, or of and to the lien of any Mortgage now or hereafter encumbering any portion of the Projectsuch mortgage, and to all advances made or hereafter to be made upon the security thereof, provided that of any such mortgage; provided, however, that such subordination at all times is contingent upon Tenant being provided with a non-disturbance agreement reasonably acceptable to Tenant. As used herein, the term mortgage shall be subject mean any first lien mortgage, deed of trust, deed to secure debt or other instruments used to secure debt. Landlord represents and warrants to Tenant that Lender, which currently holds a mortgage encumbering the right Premises, has agreed to utilize the form of Tenant to remain in possession of the Premises under the terms of this Lease for the Termsubordination, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long nondisturbance and attornment agreement attached hereto as Tenant is not in default under this LeaseExhibit D and made a part hereof. Tenant agrees to execute and deliver such instruments subordinating this Lease agreement (properly completed) upon request by Landlord, and as to any such Ground Lease future mortgage or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and ground lease, Tenant agrees to return to Landlord any such instrument fully executed execute and deliver the standard form of subordination, nondisturbance and attornment agreement of the mortgagee or ground lessor within ten (10) days of receipt after request by Landlord so long as the nondisturbance provisions thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing are reasonably acceptable to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 2 contracts
Samples: Deed of Lease (Xenith Bankshares, Inc.), Deed of Lease (Xenith Bankshares, Inc.)
Subordination. Landlord The indebtedness evidenced by this CFC Subordinated Note is subordinated to the prior payment in full of all of the Buyer’s recourse obligations under the Receivables Purchase Agreement. The subordination provisions contained herein are for the direct benefit of, and may execute be enforced by, the Buyer’s successors and deliver a mortgage assigns and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date after the Final Payout Date on which all advances outstanding under the Receivables Purchase Agreement have been repaid in full and all other obligations of the Buyer thereunder (all such obligations, collectively, the “Senior Claims”) have been indefeasibly paid and satisfied in full, the Originator shall not demand, accelerate, xxx for, take, receive or trust deed accept from the Buyer, directly or indirectly, in cash or other property or by set-off or any other manner (including without limitation from or by way of collateral) any payment or security of all or any of the nature of a mortgage indebtedness under this CFC Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (both sometimes hereinafter referred to as "Mortgage"i) the Originator hereby agrees that it will not institute against the BuildingBuyer any Insolvency Proceeding unless and until a period of one year and one day has elapsed after the Final Payout Date and (ii) nothing in this paragraph shall restrict the Buyer from paying, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or bothOriginator from requesting, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises payments under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, CFC Subordinated Note so long as Tenant the Buyer is not in default required under this Lease. Tenant agrees the Receivables Purchase Agreement to execute and deliver set aside the funds used for such instruments subordinating this Lease to any such Ground Lease payments for the benefit of, or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinotherwise pay over to, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation Senior Claimants; and provided, further, that the making of such payment would not otherwise violate the terms and provisions of the Receivables Purchase Agreement. Should any payment, distribution or termination of any such Ground Lease described above in accordance with its terms security or proceeds thereof be received by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request Originator in violation of the new landlordimmediately preceding sentence, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further Originator agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Indenture Trustee for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 2 contracts
Samples: Receivables Purchase Agreement (Domus Holdings Corp), Purchase Agreement (Realogy Corp)
Subordination. 13.1 This Lease and the term and estate hereby granted are and shall be subject and subordinate to (a) the lien of each mortgage which may now or shall at any time hereafter affect the Premises, the Building and/or the Land, or the Landlord’s interest therein (collectively, as the same may be extended, modified, or consolidated without increasing the principal balance secured thereby, the “underlying mortgages”), provided that in the case of future underlying mortgages or increases in the principal balance secured by any existing underlying mortgage, the holder thereof executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit E and (b) any future ground or net lease of the Land and/or the Building (collectively, as the same may be extended, modified or consolidated, the “underlying leases”), provided that the holder or the lessor thereunder executes, acknowledges and delivers to the Tenant a non-disturbance agreement substantially in the form of Exhibit F. The Landlord agrees to use reasonable efforts to obtain a non-disturbance agreement from all such holders and lessors substantially in the form of Exhibit E or Exhibit F, as the case may be, and the Tenant agrees to accept such reasonable changes to the form as such holder or lessor may reasonably require. Without limiting the generality of the foregoing, the Landlord further agrees to use reasonable efforts to have such holders and lessors agree to the deletion of subparagraph 4(c) from the forms of non-disturbance agreement annexed hereto. The foregoing provisions for the subordination of this Lease and the term and the estate hereby granted to future underlying mortgages and underlying leases shall be self-operative upon delivery to the Tenant of an executed non-disturbance agreement substantially in the form of Exhibit E or Exhibit F, as the case may be, and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, upon request by the Landlord, execute and deliver a any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same. If the Landlord’s interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or trust deed by law or equity, or if the Landlord’s interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord’s interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (i) shall not be liable for any act or omission of the Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be subject to any offset, defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such sale or conveyance of Rent for more than one month in advance (except prepayments in the nature of a mortgage security for the performance by the Tenant of its obligations hereunder), and (both sometimes hereinafter referred to as "Mortgage"iv) against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease liable for the performance of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion other obligations of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises Landlord under the terms of this Lease for only during the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver period such instruments subordinating this Lease to any successor landlord shall hold such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeinterest.
Appears in 2 contracts
Samples: Lease (Cowen Group, Inc.), Lease (Cowen Group, Inc.)
Subordination. Landlord may execute (a) The rights and deliver a mortgage interest of Tenant under this Agreement and any and all liens, rights and interests (whether xxxxxx or trust deed inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the Leased Property are and shall be in all respects subject, subordinate and inferior to the Mortgage Loan and the Mortgage Loan Documents and the Mezzanine Loans and Mezzanine Loan Documents and to the liens, security interests and all other rights and interest created or to be created therein or thereby for the benefit of Lender, and securing the repayment of the Mortgage Loan and Mezzanine Loans including, without limitation, those created under the Mortgage covering, among other things, the Leased Property, and filed or to be filed of record in the nature public records maintained for the recording of a mortgage (both sometimes hereinafter referred mortgages in the jurisdictions where the Leased Property is located, and all renewals, extensions, increases, supplements, spreaders, consolidations, amendments, modifications and replacements thereof and to all sums secured thereby and advances made thereunder with the same force and effect as "Mortgage") against if the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") Mortgage Loan and sell Mezzanine Loan had been executed and leaseback the Land. This Lease delivered and the Mortgage recorded prior to the execution and delivery of this Agreement. At its option and in its sole discretion, Lender may elect to give the rights and interest of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to under this Agreement priority over the lien of the Mortgage. At its option and in its sole discretion, any Mortgage now or hereafter encumbering any portion of Mezzanine Lender may elect to give the Project, rights and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right interests of Tenant to remain in possession under this Agreement priority over the lien of its Mezzanine Loan. In the Premises event of such election, the rights and interest of Tenant under this Agreement automatically shall have priority over the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure lien of the Mortgage and no additional consent or any sale pursuant theretoinstrument shall be necessary or required. However, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such whatever instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be reasonably requested by Lender for such purposes, and in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above Tenant fails so to do after demand in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without curewriting, Tenant shall have no right todoes hereby make, constitute and shall notirrevocably appoint Landlord as its attorney-in-fact and in its name, terminate this Lease on account of default. This Lease may not be modified or amended place and stead so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageedo.
Appears in 2 contracts
Samples: Lease and Operating Agreement, Lease and Operating Agreement (Nevada Property 1 LLC)
Subordination. Landlord 1.1 The Junior Lender hereby subordinates the indebtedness evidenced by the Junior Debt Instruments, and any and all other indebtedness now or at any time or times hereafter owing by the Borrower, or any successor or assign of the Borrower, including without limitation, a receiver, trustee or debtor-in-possession (the term “Borrower” as used hereinafter shall include any such successor or assign) to the Junior Lender, whether such indebtedness is absolute or contingent, direct or indirect and howsoever evidenced, including without limitation, all interest thereon, including pre-petition and post- petition interest, fees and expenses and any other charges, and any refinancings thereof (collectively, the “Junior Debt”) to any and all indebtedness now or at any time hereafter owing by the Borrower to the Senior Lender, whether absolute or contingent, direct or indirect and howsoever evidenced, including, but not limited to, all pre-petition and post-petition interest thereon, fees, expenses and all other demands, claims, liabilities or causes of action for which the Borrower may execute now or at any time or times hereafter in any way be liable to the Senior Lender, whether under any agreement, instrument or document executed and deliver a mortgage delivered or trust deed made by the Borrower to the Senior Lender or otherwise, including any refinancings thereof, including, without limitation, the indebtedness evidenced by that certain Promissory Note dated as of even date herewith from Borrower in favor of Senior Lender in the nature principal amount of a mortgage (both sometimes hereinafter referred to $50,000,000.00, as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as same may be requested in writing by Landlord amended or modified from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to collectively, the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure“Senior Debt”). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 2 contracts
Samples: Subordination of Debt Agreement (Venus Concept Inc.), Subordination of Debt Agreement (Venus Concept Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly is subject and subordinate at all times to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any ground lease covenants, conditions or restrictions of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Projectrecord, and to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the holder or holders of any such Encumbrance (“Holder”) require that this Lease be prior and superior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the form presented to Tenant, which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or hereafter to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that as a condition to such subordination, in the event of termination of any such lease or upon the security thereof, provided that foreclosure of any such subordination at all times shall be subject mortgage or deed of trust, Holder agrees in writing to the right of Tenant to remain in possession of the Premises recognize Tenant’s rights under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so as long as Tenant is not then in default under and continues to pay Base Monthly Rent and additional rent and observes and performs all required provisions of this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within Within ten (10) days after Landlord’s written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of receipt thereof the Encumbrance. If Tenant fails to do so, then in addition to such failure constituting a default by Tenant, it shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary contained hereinin this Section, Tenant hereby attorns and agrees to attorn to any mortgagee entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other rights, powers or remedies under a Mortgage maysuch encumbrance. Landlord shall cause the existing lender, by notice in writing Union Labor Life Insurance Company, to furnish to Tenant, subordinate its Mortgage to within forty-five (45) days of the date of both parties’ execution of this Lease, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in the Premises. In the event that Landlord is unable to provide such agreement, Tenant’s sole remedy shall be termination of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by Lease, which election shall be made within fourteen (14) days following the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request expiration of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice forty-five (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise45) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeday period.
Appears in 2 contracts
Samples: Assignment and Assumption of Lease, Assignment and Assumption of Lease (Equinix Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the all of Tenant's rights of Tenant hereunder shall be and are hereby made expressly subject and automatically subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendmentsEncumbrances, renewals and modifications thereto to all renewals, modifications, consolidations, replacements and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to any and all advances made or hereafter to be made upon on the security thereofthereof or Landlord's interest therein, provided unless an Encumbrancer requires in writing that this Lease be superior to its Encumbrance. If any proceeding is brought for the foreclosure of any such subordination at all times Encumbrance (or if by deed in lieu of foreclosure the Project is obtained by Encumbrancer or any purchaser, or if any ground lease is terminated), if such purchaser or Encumbrancer, as applicable, elects in its sole discretion to accept this Lease, then (a) Tenant shall be subject attorn, without any deductions or set-offs whatsoever, to the right of Encumbrancer or purchaser or any successors thereto upon any foreclosure sale or deed in lieu thereof (or to the ground lessor), (b) Tenant to remain in shall recognize such purchaser or Encumbrancer as the "Landlord" under this Lease, and (c) Tenant's possession and quiet enjoyment of the Premises under the terms of this Lease hereunder shall not be disturbed by such purchaser or Encumbrancer for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under timely pays Rent and observes and performs the terms, covenants and conditions of this LeaseLease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any Encumbrancer. The provisions of this Section 13.1.1 shall be self-operative without execution of any further instruments; provided, however, within ten (10) Business Days after request by Landlord or any Encumbrancer, Tenant agrees shall execute such further commercially reasonable instruments or assurances which are consistent with the provisions of this Section 13.1.1 to execute and deliver such instruments subordinating evidence or confirm the subordination or superiority of this Lease to any such Ground Lease or to Encumbrance. Tenant waives the lien provisions of any such Mortgage as Requirement which may be requested give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of any foreclosure proceeding, deed in lieu thereof or sale. Tenant agrees with Encumbrancer that if Encumbrancer or any foreclosure sale purchaser shall succeed to the cancellation or termination interest of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord Landlord under this Lease. Tenant agrees to execute and deliver at , Encumbrancer shall not be (i) liable for any time upon request action or omission of such ground lessor, mortgagee, purchaserany prior Landlord under this Lease except for continuing non- monetary defaults, or their successors, (ii) subject to any instrument to further evidence such attornment. offsets or defenses which Tenant agrees to give the holder of might have against any Mortgage, by registered or certified mail, a copy of any notice of default served upon prior Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leasesaccept as set forth in Section 12.8 above, or otherwise(iii) bound by any Rent which Tenant might have paid for more than the current month to any prior Landlord unless actually received by the Encumbrancer, or (iv) liable for any Security Deposit not actually received by such Encumbrancer, or (v) bound by any modification or amendment of this Lease not consented to by such Encumbrancer. Notwithstanding the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default foregoing, (i) within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt Landlord's execution and delivery of notice thereof within this Lease, Landlord shall use commercially reasonable efforts to obtain from any current Encumbrancer a fully-executed Subordination, Non-Disturbance and Attornment Agreement on a commercially reasonable form, which includes such Encumbrancer's agreement to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty bound following a foreclosure by Tenant's offset rights and Landlord's obligation to fund the Construction Allowance and (30ii) days, any mortgagee has commenced and is diligently pursuing the remedies necessary subordination of the Lease to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time a future Encumbrance shall be extended by conditioned upon Tenant's receipt from any period within which such mortgage is prevented from commencing or pursuing Encumbrancer of such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageea recognition agreement.
Appears in 2 contracts
Samples: Reciprocal Easement Agreement (Forescout Technologies, Inc), Reciprocal Easement Agreement (Forescout Technologies, Inc)
Subordination. Landlord may execute Tenant accepts this Lease subject and deliver a subordinate to any recorded mortgage or deed of trust deed in lien presently existing or hereafter created upon the nature Leased Premises and to all existing recorded restrictions, covenants, easements, and other agreements with respect to the Lased Premises; provided, that the holder of a mortgage (both sometimes hereinafter referred to as "Mortgage") any lien placed against the Building, the Project Leased Premises or any interest therein, including a ground lease portion thereof ("Ground Lease") and sell and leaseback the Land. This to enter into an agreement with Tenant making this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing such lien and all amendmentsrenewals, renewals and modifications thereto modifications, consolidations, replacements, and extensions thereof, or wherein the Tenant shall agree to attorn to the purchaser at any foreclosure sale of such lien and such agreement shall contain a covenant binding upon the holder of such lien to the effect that, as long as there shall be no event of default on the part of Tenant entitling Landlord to terminate this Lease, or if any such event of default exists and the time in which to cure the event of default as contained herein shall not have expired, this Lease shall not be terminated or modified in any respect whatsoever nor shall Tenant’s rights hereunder or its occupancy of the Leased Premises be affected in any manner by reason of such lien or any foreclosure action or other proceeding that may be instituted in connection therewith or in lieu thereof, The holder of any Mortgage now mortgage or hereafter encumbering deed of trust lien, or the ground lessor under any portion of the Projectground lease, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject Leased Premises is hereby irrevocably vested with full power and authority upon its election to subordinate its interest in the Leased Premises to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default Tenant’s interest under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at Upon the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered mortgage or certified mail, a copy deed of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leasestrust lien, or otherwise) of the address of such mortgagee ground lessor under any ground lease, presently existing or hereafter created upon the Building or Project, Tenant and containing a request therefor. Tenant further agrees that if Landlord shall have failed agree to cure such default execute, within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after following receipt of notice thereof within which to cure a written request therefor from any such default orlienholder or ground lessor (as the case may be), if such default cannot be cured within that timean agreement containing the aforesaid terms, then together with such additional time changes as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing lienholder or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageemay otherwise reasonably require.
Appears in 2 contracts
Samples: Commercial Lease (Karat Packaging Inc.), Commercial Lease (Karat Packaging Inc.)
Subordination. Landlord may execute Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and deliver a mortgage or trust deed in at the nature election of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Lessor or any interest thereinmortgagee or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall will be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Property, and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Property, ground leases or underlying leases, or Lessor’s interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the Projectright, and at its election, to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any ground lessee or underlying leases or any such subordination at all times shall be subject liens to the right of Tenant to remain this Lease. If Lessor’s interest in possession of the Premises under is acquired by any ground lessor or mortgagee, or in the terms of this Lease event any proceedings are brought for the Termforeclosure of, or in the event of exercise of power of sale under, any mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any default under subordination and upon the relevant Ground Lease or Mortgagerequest of such successor in interest to Lessor, or after termination of said Ground Lease or foreclosure attorn to and become the Lessee of the Mortgage or any sale pursuant theretosuccessor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease, provided Lessee’s interests hereunder shall not be disturbed so long as Tenant Lessee is not in default under Default hereunder. Lessee acknowledges that although this Lease. Tenant Paragraph is self-executing, Lessee covenants and agrees to execute and deliver such instruments subordinating deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground leases or to underlying leases or the lien of any such Mortgage mortgage or deed of trust, provided Lessee’s interests hereunder shall not be disturbed so long as may Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease or master lease (a “Foreclosing Party”), even if such Foreclosing Party elects to have Lessee attorn to the Foreclosing Party under this Lease, shall not be requested (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month’s rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any Mortgageobligation or liability accruing under this Lease after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the foregoing provisions, by registered or certified mail, a copy and all other provisions of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant this Lease which are for the benefit of a copy of an assignment of rents and leasesForeclosing Party, or otherwise) which rights shall survive a foreclosure of the address deed of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing trust or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageemortgage.
Appears in 2 contracts
Samples: Service Lease (Digimarc Corp), Service Lease (Digimarc CORP)
Subordination. Upon lease execution, Landlord may execute and deliver shall provide Tenant with a mortgage or trust deed in the nature commercially reasonable form of SNDA executed by any lender with a mortgage (both sometimes hereinafter referred to as "Mortgage") current secured interest against the Building. Without the necessity of any document being executed by Tenant for the purpose of effecting a subordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Building, and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security. Notwithstanding the Projectforegoing, and Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the cancellation successor in interest to Landlord, at the option of such successor in interest. The provisions of this Article 11 shall be self-operative and no further instrument shall be required. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or termination subordination of this Lease with respect to any such ground leases or underlying leases, the lien of any such Ground Lease described above in accordance with its terms mortgage or deed of trust or any reciprocal easement agreements. Upon any sale of the Building, or refinance of any loan secured by the surrender thereofBuilding, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant Landlord agrees to execute and deliver at use its best efforts to obtain an executed SNDA from any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageenew lender.
Appears in 2 contracts
Samples: Office Lease (Twilio Inc), Office Lease (Twilio Inc)
Subordination. Landlord may execute and deliver 15. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant’s attornment thereof) : (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land or Building, the land upon which the Building or bothany common areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may now exist or hereafter existing and all amendmentsbe executed in any amount for which said Building, renewals and modifications thereto and extensions thereofland, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Landlord shall have the right to the lien of any Mortgage now subordinate or hereafter encumbering any portion of the Project, and to all advances made or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees such liens or interests of mortgages or deeds to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage secure debt to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure debt is foreclosed or a conveyance in lieu of the cancellation or termination of foreclosure is made for any such Ground Lease described above in accordance with its terms or by the surrender thereofreason, whether voluntaryTenant shall, involuntary or by operation of lawnotwithstanding any subordination, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize become the Tenant of the successor in interest to Landlord at the option of such ground lessor, mortgagee or purchaser successor in foreclosure as Tenant's landlord under this Leaseinterest. Tenant agrees to execute such non-disturbance and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give attornment agreements as the holder of any Mortgage, by registered mortgage or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior deed to such notice Tenant has received notice (by way of service secure debt on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request thereforBuilding may reasonably require. Tenant further covenants and agrees that if to execute and deliver, upon demand by Landlord shall have failed to cure such default within and in the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) daysform requested by Landlord, any mortgagee has commenced and is diligently pursuing additional documents evidencing the remedies necessary to cure such default (including but not limited to commencement priority or subordination of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other with respect to any material extent such ground leases or underlying leases or the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, lien of any ground lessor such mortgage or mortgageedeed to secure debt. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such documents in the name and on behalf of Tenant.
Appears in 2 contracts
Samples: Office Lease Agreement (Ultimate Software Group Inc), Office Lease Agreement (Ultimate Software Group Inc)
Subordination. Landlord 25.01. This Lease is and shall be subject and subordinate to all present and future ground or underlying leases and to all mortgages, options, and building loan agreements that may now or hereafter affect such leases or the real property of which the Demised Premises are a part and to all renewals, modifications, consolidations, replacements and extensions of any such ground or underlying leases, options, building loan agreements and mortgages. The provisions of this Section 25.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver a mortgage or trust deed promptly at its own cost and expense any instrument, in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingrecordable form, if required, that Landlord, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights lessor of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground or underlying lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgagesuch mortgage or any of their respective successors in interest or assigns may request to evidence such subordination. Tenant shall be liable to Landlord for damages, by registered or certified mailincluding actual, a copy of any notice of default served upon Landlord consequential and punitive damages, caused by Tenant's failure to deliver a subordination agreement in form acceptable to Landlord and the party requesting same. Landlord shall obtain a non-disturbance agreement from the existing, provided and all future lenders that prior have a mortgage interest in the Building ("Mortgagee"), as well as any party in which Landlord may convey the Building or ground lease ("Future Owner") substantially similar to such notice Tenant has received notice provisions set forth in the Subordination Non-Disturbance and Attornment Agreement (by way of service on Tenant of a copy of an assignment of rents and leases, "SNDA")annexed hereto as Exhibit "F" within ninety (90) days (but in no event sooner than ninety (90) days from the Commencement Date) or otherwise) the conveyance of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within mortgage interest, ground lease or title, as the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as case may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageebe.
Appears in 2 contracts
Samples: Agreement (1 800 Flowers Com Inc), 1 800 Flowers Com Inc
Subordination. Landlord may execute The Holder hereby acknowledges and deliver a mortgage agrees that the indebtedness evidenced by this Note, including the principal hereof and interest thereon, shall, on any dissolution, winding up, liquidation, readjustment, reorganization, bankruptcy, insolvency, receivership or trust deed other similar proceedings relating to the Partnership, or any of its property (whether voluntary or involuntary, partial or complete), or any other marshalling of the assets and liabilities of the Partnership, be subordinate and subject in right of payment to the nature prior payment in full of a mortgage all Senior Indebtedness. For purposes of this Note, "Senior Indebtedness" means all obligations, liabilities and indebtedness of the Partnership (both sometimes hereinafter referred to as "Mortgage") against the Buildingincluding, without limitation, the Project or any interest thereinObligations, as defined in each of the Credit Facilities), except for (i) the indebtedness evidenced by this Note, including a ground lease the principal hereof and interest thereon, and (ii) such obligations, liabilities and indebtedness which by the terms thereof are expressed to be payable pari passu with, or subordinate and subject in right of payment to, the indebtedness evidenced by this Note. In addition to the foregoing ("Ground Lease") and sell not in limitation thereof), the Holder hereby further acknowledges and leaseback agrees that no payment of the Land. This Lease and the rights of Tenant hereunder principal sum hereof, interest thereon or other indebtedness evidenced by this Note shall be made by the Partnership when and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant (i) the Partnership is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to in the lien payment of any Senior Indebtedness when due and payable, (ii) any applicable grace period with respect to a payment default on Senior Indebtedness has ended and such Mortgage as may be requested in writing by Landlord from time default has not been cured or waived or ceased to time and Tenant agrees to return to Landlord any such instrument fully executed within ten exist, or (10iii) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination maturity of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant Senior Indebtedness has received notice (by way of service on Tenant been accelerated because of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 2 contracts
Samples: Enbridge Energy Partners Lp, Enbridge Energy Partners Lp
Subordination. Landlord may execute (a) Each Agent (on behalf of itself and deliver its other Relevant Subordinated Parties) hereby agrees, on a mortgage or trust deed several basis, that all of their respective right, title and interest in and to the nature Subordinated Obligations shall be subordinate and junior in right of a mortgage (both sometimes hereinafter referred payment to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease the Senior Parties in respect of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion obligations of the Project, and to all advances made Guarantor (whether now existing or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees after the date hereof incurred, assumed, created or arising) arising under the Senior Debt Documents (as defined below), including the payment of principal, premium (if any), interest (including, without limitation, interest accruing on or after the filing of any Insolvency Proceeding (as defined below) relating to return the Company or the Guarantor pursuant to Landlord the terms of the Senior Debt Documents, whether or not a claim for post-filing interest is allowed or allowable in any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinInsolvency Proceeding), fees, charges, expenses, indemnities, reimbursement obligations and all other amounts payable thereunder or in respect thereof, in each case whether or not any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation foregoing is allowed or termination allowable as a claim in any Insolvency Proceeding (collectively, the “Senior Obligations”). For the avoidance of any such Ground Lease described above doubt, (1) “payment in accordance with its terms full” (or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwisesimilar term used herein) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default canSenior Obligations will not be cured within that time, then such additional time deemed to have occurred so long as may be necessary, if, within such thirty any Obligations under and as defined in the Senior Debt Documents remain outstanding (30other than any inchoate obligations for which no claim has been asserted) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time 2) nothing herein shall or shall be extended by any period within which such mortgage is prevented from commencing deemed to affect, alter or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent impair the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, Subordinated Parties under the relevant ECA Agreement and the [Loan] Documents (as defined in each instance, of any ground lessor or mortgagee.the relevant ECA Agreement) other than with respect to the Subordinated Guarantees entered into in connection with that ECA Agreement. For purposes hereof:
Appears in 2 contracts
Samples: Subordination Agreement (Royal Caribbean Cruises LTD), Subordination Agreement (Royal Caribbean Cruises LTD)
Subordination. Landlord may execute Section 27.01 Subject to Section 27.07(b) hereof, this Lease is subject and deliver a mortgage subordinate in all respects to all ground leases and/or underlying leases now or trust deed in hereafter covering the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project real property or any portion thereof of which the Premises form a part and to all mortgages and trust indentures which may now or hereafter be placed on or affect such leases and/or the real property of which the Premises form a part, or any part or parts of such real property, and/or Landlord’s interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances each advance made or and/or hereafter to be made upon the security thereof, provided that under any such subordination at mortgages, or indentures and to all times renewals, modifications, consolidations, increases, recastings, replacements, extensions and substitutions of and for such ground leases and/or underlying leases and/or mortgages or indentures (each lease or mortgage to which this Lease shall be subject and subordinate pursuant to the right provisions hereof being respectively herein called a “superior lease” or a “superior mortgage”). This Section 27.01 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant to remain shall execute, at its sole cost and expense, and deliver promptly any certificate that Landlord and/or any lessor under any superior lease and/or any holder of any superior mortgage and/or their respective successors in possession interest may reasonably request provided such request is in accordance with the provisions of the Premises under the terms a subordination, non-disturbance and attornment and agreement (an “SNDA”) entered into with Tenant. Landlord represents that it has received no notice of, and has no knowledge (without any specific inquiry or review of this Lease for the Term, notwithstanding its files) of any default under any superior lease or superior mortgage which either presently exists or which would arise with the relevant Ground Lease or Mortgage, or after termination passage of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days the giving of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageenotice.
Appears in 2 contracts
Samples: Warner Music Group Corp., Lease (Warner Music Group Corp.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly is subject and subordinate at all times to any ground lease and underlying leases, mortgages and deeds of trust (collectively “Encumbrance”) which may now affect the Land or the Building or bothProperty and to all renewals, now or hereafter existing and all amendmentsmodifications, renewals and modifications thereto consolidations, replacements and extensions thereof; provided, however, if the holder or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien holders of any such Mortgage as may Encumbrance (“Holder”) shall require that this Lease be requested in writing by Landlord from time to time prior and Tenant agrees to return to Landlord any such instrument fully executed superior thereto, within ten (10) days of receipt thereof written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver any and all reasonable documents or instruments which Landlord or Holder deems necessary or desirable for such purposes. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all Encumbrances which are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provision thereof, so long as Landlord obtains from the Holder of any such Encumbrance a non-disturbance agreement which provides that in the event of termination of any such lease or upon the foreclosure of any such mortgage or deed of trust the Holder shall recognize Tenant’s rights under this Lease as long as Tenant is not then in default and continues to pay the Rent and observe and perform all the provisions of this Lease to be observed and performed by Tenant. Within ten (10) days after Landlord’s written request, Tenant shall execute any and all documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents contain non-disturbance provisions substantially in conformance with the foregoing. Notwithstanding anything to the contrary contained hereinset forth in this section, Tenant hereby attorns and agrees to attorn to any mortgagee under a Mortgage may, by notice in writing entity purchasing or otherwise acquiring the Property at any sale or other proceeding or pursuant to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination exercise of any other rights, powers or remedies under such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeEncumbrance.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Go Daddy Group, Inc.), Lease (Go Daddy Group, Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall not be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land Premises, or the Building land upon which the Premises is situated, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security unless Tenant and such ground lessor or holder of such a lien execute a subordination, nondisturbance and attornment agreement as described in the next paragraph below. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or cause to be subordinated this Lease to any such ground leases or underlying leases or any such liens. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Projectsuccessor in interest to Landlord, at the option to such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Xxxxxxxx and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease or underlying leases or the lien of any such mortgage or deed of trust. Further notwithstanding the foregoing, (i) Landlord shall use its commercially reasonable efforts to cause any current Mortgagee or Ground Lessor (if any) to execute a subordination, attornment and non-disturbance agreement on such beneficiaries’ standard form within sixty (60) days after the Commencement Date; provided, however, any failure by Landlord to obtain such an agreement notwithstanding such efforts shall not constitute a default by Landlord hereunder or entitle Tenant to terminate this Lease or result in any liability of Landlord to Tenant for any loss or damage resulting therefrom, and (ii) Tenant’s obligation to all advances made or hereafter subordinate this Lease and/or to be made upon the security thereof, provided that attorn to any such subordination at all times future Mortgagee or Ground Lessor shall be subject to conditioned upon Landlord, Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s or Ground Lessor’s standard form, providing, among other things, that in the right event of any foreclosure of such lien or conveyance of the Premises in lieu of foreclosure, (A) Tenant to remain will not be disturbed in its possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretoPremises, so long as Tenant is not in default Default under this Lease. , and (B) Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee lienholder or purchaser in at foreclosure and their successors and assigns as Tenant's landlord the “Landlord” under this Lease. Tenant agrees to execute Lease from and deliver at any time upon request after the date of such ground lessor, mortgagee, purchaser, foreclosure or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder conveyance in lieu of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeforeclosure.
Appears in 2 contracts
Samples: www.sec.gov, Lease (Solyndra, Inc.)
Subordination. Landlord may execute and deliver a mortgage The Obligations ceasing or trust deed the assertion in writing by any Loan Party that the nature Obligations cease to constitute senior indebtedness under the subordination provisions of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project any document or instrument evidencing any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease permitted Subordinated Indebtedness in excess of the Land Threshold Amount or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall provision being invalidated or otherwise ceasing, for any reason, to be subject valid, binding and enforceable obligations of the parties thereto; then, and in every such event (other than an event with respect to the right of Tenant to remain Borrowers described in possession of the Premises under the terms clause (f) or (g) of this Lease for Article)) and at any time thereafter during the Termcontinuance of such event, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage Administrative Agent may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, and at the request of the new landlordRequired Lenders shall, by notice to the Lead Borrower, take any of the following actions, at the same or different times: (i) terminate the Commitments or any Additional Revolving Commitments, and thereupon such Commitments and/or Additional Revolving Commitments shall terminate immediately, (ii) declare the Revolving Loans then outstanding to be due and payable in whole (or in part, in which case any principal not so declared to be due and payable may thereafter be declared to be due and payable), and thereupon the principal of the Revolving Loans so declared to be due and payable, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall attorn to become due and recognize such ground lessorpayable immediately, mortgagee without presentment, demand, protest or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder other notice of any Mortgagekind, all of which are hereby waived by registered or certified maileach Borrower and (iii) require that the US Borrower deposit in the US LC Collateral Account, a copy the Canadian Borrowers deposit in the Canadian LC Collateral Account and the European Borrowers deposit in the European LC Collateral Account, an additional amount in Cash as reasonably requested by the Issuing Banks (not to exceed 101% of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwisethe relevant face amount) of the address then outstanding US LC Exposure (minus the amount then on deposit in the US LC Collateral Account), Canadian LC Exposure (minus the amount then on deposit in the Canadian LC Collateral Account) or European LC Exposure (minus the amount then on deposit in the European LC Collateral Account), as applicable; provided that upon the occurrence of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other event with respect to any material extent Borrower (other than any Borrower that is a Canadian Loan Party, Dutch Loan Party or UK Loan Party that is not bound by the rights applicable Debtor Relief Laws) described in clause (f) or (g) of Landlordthis Article, nor any such Commitments and/or Additional Revolving Commitments shall this Lease be canceled or surrenderedautomatically terminate and the principal of the Loans then outstanding, together with accrued interest thereon and all fees and other obligations of the Borrowers accrued hereunder, shall automatically become due and payable, without the prior written consentpresentment, in each instancedemand, protest or other notice of any ground lessor kind, all of which are hereby waived by the Borrowers. Upon the occurrence and during the continuance of an Event of Default, the Administrative Agent may, and at the request of the Required Lenders shall, exercise any rights and remedies provided to the Administrative Agent under the Loan Documents or mortgageeat law or equity, including all remedies provided under the UCC or the PPSA.
Appears in 2 contracts
Samples: First Amendment Agreement (PQ Group Holdings Inc.), Trademark Security Agreement (PQ Group Holdings Inc.)
Subordination. This Lease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. However, Landlord may execute represents to Tenant that, as of the date of this Lease, no mortgage or deed of trust encumbers the Project. Subject to Tenant obtaining an SNDA (as defined below), this Lease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which hereafter affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees to promptly execute, acknowledge and deliver a mortgage any and all commercially reasonable documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust deed in which may hereafter be executed covering the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingPremises, the Project or the property or any interest thereinrenewals, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land modifications, consolidations, replacements or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to for the lien full amount of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon thereunder and without regard to the security thereoftime or character of such advances, provided that any such subordination at all times shall be together with interest thereon and subject to all the right terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a commercially reasonable written undertaking in favor of Tenant to remain the effect that, among other things, such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in possession breach of the Premises under the terms any covenant or provision of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease(an “SNDA”). Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested that in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or proceedings are brought for the foreclosure of any such Mortgage by voluntary agreement mortgage or otherwisedeed of trust or any deed in lieu thereof, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord the lessor under this Lease. ; Tenant agrees shall, within five (5) days after request execute such further commercially reasonable instruments or assurances as such purchaser may reasonably deem necessary to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, evidence or their successors, any instrument to further evidence confirm such attornment. Tenant agrees to give the holder provide copies of any Mortgage, by registered notices of Landlord’s default under this Lease to any mortgagee or certified mail, a copy deed of any notice of default served upon Landlord by Tenant, trust beneficiary whose address has been provided that prior to such notice Tenant has received notice (by way of service on and Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of shall provide such mortgagee and containing or deed of trust beneficiary a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the commercially reasonable time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of such notice thereof within which to cure any such default oras provided in the SNDA. Tenant waives the provisions of any current or future statute, if such default cannot be cured within that time, then such additional time as rule or law which may be necessary, if, within such thirty (30) days, give or purport to give Tenant any mortgagee has commenced and is diligently pursuing the remedies necessary right or election to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing terminate or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate otherwise adversely affect this Lease on account and the obligations of default. This Lease may not be modified or amended so as to reduce the rent paid Tenant hereunder or shorten in the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, event of any ground lessor foreclosure proceeding or mortgageesale.
Appears in 2 contracts
Samples: Office Lease, Assignment of Sublease Agreement (Coinstar Inc)
Subordination. Landlord may execute Without the necessity of any additional documents being executed by Tenant for the purpose of effecting a subordination, and deliver at the election of Landlord, or any current or future mortgagee or holder of deed of trust with a mortgage lien on the Building or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinground lessor with respect to the Building or the Project (each, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This “Holder”), this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land Building, the Project, or the land upon which the Building and the Project are situated, or both, now or hereafter existing ; and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the Building, the Project, the land upon which the Building and the Project are situated, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security (collectively, “Security Instruments”). With respect to all advances made any Security Instrument existing as of the Commencement Date, Landlord shall use commercially reasonable efforts to assist Tenant in obtaining a commercially reasonable non-disturbance agreement from the Holder thereof. Notwithstanding the foregoing, Landlord shall have the right to subordinate or hereafter cause to be made upon the security thereof, provided that subordinated such ground leases or any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenantsuccessor-in-interest to Landlord, at the request option of the new landlord, shall attorn such successor-in-interest to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this LeaseLandlord. Tenant covenants and agrees to execute and deliver at any time upon request of such ground lessordeliver, mortgagee, purchaser, or their successorswithin ten (10) business days after demand by Landlord therefor, any instrument to further evidence such attornment. Tenant agrees to give additional documents evidencing the holder priority or subordination of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other with respect to any material extent such Security Instruments. Tenant hereby irrevocably appoints Landlord as its attorney-in-fact to execute, deliver and record any such document in the rights name and on behalf of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeTenant.
Appears in 2 contracts
Samples: Lease Agreement (Maravai Lifesciences Holdings, Inc.), Lease Agreement (Crinetics Pharmaceuticals, Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease is and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to the following (each an “Encumbrance”): (a) any reciprocal easement agreements and ground lease of the Land leases or the Building or both, other underlying leases that may now exist or hereafter existing and all amendmentsbe executed affecting Landlord’s interest in the Property, renewals and modifications thereto and extensions or any portion thereof, or to and (b) the lien of any Mortgage mortgage or deed of trust that may now exist or hereafter encumbering be executed by Landlord in any portion amount for which any part of the ProjectProperty, any ground leases or underlying leases, or Landlord’s interest or estate therein, is specified as security; provided that as a condition to any such Encumbrance, the holder of the Encumbrance shall, at County’s request, enter into a subordination and nondisturbance agreement with County in a form then commercially reasonable. Notwithstanding the foregoing, Landlord shall have the right to all advances made subordinate or hereafter cause to be subordinated to this Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made upon for any reason, County shall pay subsequent Rent and attorn to and become the security thereoftenant of such successor Landlord, at the option of such successor-in-interest, provided that County has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to such attornment the holder of such Encumbrance shall, at County’s request, agree that so long as County is not in default hereunder, such holder shall recognize this Lease and shall not disturb County in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess County of the Premises in accordance with the terms hereof. The provisions of this Section shall be self-operative and no further instrument shall be required other than as provided in this Section. County agrees, however, to execute upon request by Landlord and in a form reasonably acceptable to County, any additional documents evidencing the priority or subordination of this Lease with respect to any such subordination at all times Encumbrance as provided herein. Landlord shall use its best efforts to provide to County, before the Effective Date, executed non- disturbance and attornment agreements from the holder of any existing Encumbrance. The form of such agreement shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeCounty’s reasonable approval.
Appears in 2 contracts
Samples: Office Lease, Office Lease
Subordination. Landlord may execute Provided that Tenant is provided with a reasonable and deliver a customary subordination, nondisturbance and attornment agreement duly executed by the holder of any mortgage or deed of trust deed in or the nature of a mortgage (both sometimes hereinafter referred landlord pursuant to as "Mortgage") against the Buildingany ground lease, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to (a) all ground leases or underlying leases that may now exist or hereafter be executed affecting either or both of the Premises and the Property and (b) any mortgage or deed of trust that may now exist or hereafter be placed upon, and encumber, any or all of (x) the Property; (y) any ground lease leases or underlying leases for the benefit of the Land Property; and (z) all or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of Landlord's interest or estate in any of said items. Notwithstanding the Projectforegoing, and Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such ground leases or underlying leases that benefit the Property or any such mortgage or deed of trust liens to this Lease, SO LONG AS SUCH LIEN HOLDERS Tenant Initial__________ Landlord Initial__________ AGREE IN A SIGNED WRITING NOT TO DISRUPT TENANT'S LAWFUL ENJOYMENT, USE AND POSSESSION OF THE PREMISES IN ACCORDANCE WITH THE LEASE. Tenant shall execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority of subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease with respect to any such Ground Lease ground leases or to underlying leases for the lien benefit of the Property or any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days mortgage or deed of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageetrust.
Appears in 2 contracts
Samples: Asset Acceptance Capital Corp, Asset Acceptance Capital Corp
Subordination. Landlord may execute The indebtedness evidenced by this Subordinated Note is subordinated to the prior payment in full of all of SPV’s recourse obligations under that certain Amended and deliver a mortgage or trust deed in the nature Restated Receivables Purchase Agreement dated as of a mortgage (both sometimes hereinafter referred to November 23, 2010 by and among SPV, Originator, as "Mortgage") against the BuildingServicer, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord entities from time to time party thereto as Conduits, the entities from time to time party thereto as Financial Institutions, the entities from time to time party thereto as Managing Agents, and Tenant agrees The Bank of Nova Scotia, as the “Administrative Agent” (as amended, restated, supplemented or otherwise modified from time to return to Landlord time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent, the Managing Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the “Fee Letter” referenced therein (all such instrument fully executed within ten (10obligations, collectively, the “Senior Claim”) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, any mortgagee under a Mortgage mayOriginator shall not demand, by notice accelerate, xxx for, take, receive or accept from SPV, directly or indirectly, in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation cash or termination of any such Ground Lease described above in accordance with its terms other property or by the surrender thereofset-off or any other manner (including, whether voluntarywithout limitation, involuntary from or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant collateral) any payment or security of a copy all or any of an assignment the indebtedness under this Subordinated Note or exercise any remedies or take any action or proceeding to enforce the same; provided, however, that (i) Originator hereby agrees that it will not institute against SPV any proceeding of rents and leases, or otherwisethe type described in Section 5.1(d) of the address Sale Agreement unless and until the Collection Date has occurred and (ii) nothing in this paragraph shall restrict SPV from paying, or Originator from requesting, any payments under this Subordinated Note so long as SPV is not required under the Purchase Agreement to set aside for the benefit of, or otherwise pay over to, the funds used for such payments to any of the Senior Claimants and further provided that the making of such mortgagee payment would not otherwise violate the terms and containing a request thereforprovisions of the Purchase Agreement. Tenant further Should any payment, distribution or security or proceeds thereof be received by Originator in violation of the immediately preceding sentence, Originator agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Administrative Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 2 contracts
Samples: Securitization Property Servicing Agreement (Consumers Energy Co), Securitization Property Servicing Agreement (Consumers Energy Co)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly is subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of all and any Mortgage mortgages (which term “mortgages” shall include both construction and permanent financing and shall include deeds of trust and similar security instruments) which may now or hereafter encumbering any portion encumber or otherwise affect the real estate (including the Building) of which the ProjectPremises form a part, or Landlord’s leasehold interest therein, and to all advances made and any renewals, extensions, modifications, recastings or hereafter to be made upon refinancings thereof. Notwithstanding the foregoing Landlord shall obtain from any holder of a mortgage, deed of trust or other security thereof, provided instrument a non-disturbance agreement from such third parties acknowledging and agreeing that any such subordination at all times shall be subject to the right of Tenant to remain in Tenant’s possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, will not be disturbed so long as Tenant is not in default under this Leaseperforms its obligations hereunder. In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate certificate or other document and if Tenant fails to execute the same within fifteen (15) days following receipt of request from Landlord, Tenant agrees that Landlord shall be authorized to execute the certificate or other document as Tenant’s attorney-in-fact. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested that in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of that any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or proceedings are brought for the foreclosure of any such Mortgage by voluntary agreement or otherwisemortgage, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, Tenant shall attorn to the purchaser at such foreclosure sale and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord the Landlord under this Lease. , and Tenant agrees waives the provisions of any statute or rule of law, now or hereinafter in effect, which may give or purport to execute give Tenant any right to terminate or otherwise adversely affect this Lease and deliver at the obligations of Tenant hereunder in the event that any time such foreclosure proceeding is prosecuted or completed; provided, however, that such attornment and recognition shall be conditioned upon request of Tenant’s receiving from such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. reasonable assurances that Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents may remain in quiet and leases, or otherwise) peaceable possession of the address Premises for the unexpired term at the rents herein provided and that purchaser shall otherwise keep and perform all of such mortgagee the covenants and containing a request therefor. Tenant further agrees that if conditions herein contained on the part of Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced kept and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeperformed.
Appears in 2 contracts
Samples: Lease (Luna Innovations Inc), Lease (Luna Innovations Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land13.1. This Lease and the rights of Tenant hereunder term and estate hereby granted are and shall be and are hereby made expressly subject and subordinate to the lien of each mortgage which may now or at all times any time hereafter affect the Premises, the Building and/or the Land, or the Landlord's interest therein (collectively, the "underlying mortgages"). This Lease shall also be subject and subordinate to any future ground or net lease of the Land and/or the Building. All of said leases as so modified, supplemented, extended and renewed are herein collectively called the "underlying leases". The foregoing provisions for the subordination of this Lease and the term and the estate hereby granted shall be self-operative and no further instrument shall be required to effect any such subordination; but the Tenant shall, from time to time, upon request by the Landlord, execute and deliver any and all instruments that may be necessary or proper to effect such subordination or to confirm or evidence the same, and in the event that the Tenant shall fail to execute and deliver any such instrument, the Landlord, in addition to any other remedies, may, as the agent or attorney-in-fact of the Tenant, execute and deliver the same, and the Tenant hereby irrevocably constitutes and appoints the Landlord the Tenant's agent and attorney-in-fact, coupled with an interest, for such purpose. If the Landlord's interest in the Building or the Land shall be sold or conveyed to any person, firm or corporation upon the exercise of any remedy provided for in any underlying mortgage or by law or equity, or if the Landlord's interest in this Lease is assigned or conveyed to the landlord under any ground lease as a result of a default by the tenant under the ground lease and a resulting termination thereof, such person, firm or corporation succeeding to the Landlord's interest in the Building or Land or this Lease and each person, firm or corporation thereafter succeeding to its interest in the Building or the Land or this Lease (i) shall not be liable for any act or omission of the Landlord under this Lease occurring prior to such sale or conveyance, (ii) shall not be subject to any offset, defense or counterclaim accruing prior to such sale or conveyance, (iii) shall not be bound by any payment prior to such sale or conveyance of Rent for more than one month in advance (except prepayments in the nature of security for the performance by the Tenant of its obligations hereunder), (iv) shall not be bound by any amendment or modification of this Lease made (y) after notice to the Tenant of the execution of the underlying mortgage or underlying lease in question and (z) without the consent of such mortgagee or lessor (or their nominees, successors or assigns), where required, (v) shall not be bound by any covenant to perform (including, without limitation, any covenant to complete) any renovation or construction in connection with the Premises or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to pay any sums to the lien Tenant in connection therewith, in either case arising or accruing prior to the date of any Mortgage now such sale or hereafter encumbering any portion conveyance of the Project, Landlord's interest; and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times (vi) shall be subject to liable for the right of Tenant to remain in possession performance of the Premises other obligations of the Landlord under the terms of this Lease for only during the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver period such instruments subordinating this Lease to any successor landlord shall hold such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeinterest.
Appears in 1 contract
Samples: Lease (G Iii Apparel Group LTD /De/)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to to: (a) all reciprocal easement agreements, and any ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing and all amendmentsbe executed affecting the Property, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust that may now exist or hereafter encumbering be executed in any portion amount for which the Property, or any ground leases or underlying leases, or Landlord’s interest or estate in any of said items, is specified as security, and (c) any access agreements which may now exist or hereafter be executed affecting the Property. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated to this Lease any of the Projectitems referred to in clause (a) or (b) above, subject to compliance with the condition precedent set forth below. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, (i) no person or entity which as a result of the foregoing succeeds to the interest of Landlord under this Lease, (a “Successor”) shall be liable for any default by Landlord or any other matter that occurred prior to the date the Successor succeeded to Landlord’s interest in this Lease, and (ii) Tenant shall, notwithstanding any subordination, attorn to all advances made or hereafter to be made upon and become the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession tenant of the Premises under Successor, at the terms option of the Successor. Tenant covenants and agrees, however, to execute and deliver, upon demand by Landlord and in the form reasonably requested by Landlord, any additional documents evidencing the priority or subordination of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease with respect to any such Ground Lease ground leases, underlying leases, reciprocal easement agreements or similar documents or instruments, or with respect to the lien of any such Mortgage as may be requested in writing by Landlord from time mortgage or deed of trust and Tenant’s failure to time execute and Tenant agrees to return to Landlord deliver any such instrument fully executed document within ten (10) days Business Days after such demand by Landlord shall constitute an Event of receipt thereof Default without further notice. Landlord shall use commercially reasonable efforts to obtain the written agreement of the mortgagee or trustee named in any mortgage, deed of trust or other encumbrance, and any landlord under any ground lease or underlying lease, that so long as an Event of Default by Tenant is not in existence, neither this Lease nor any of Tenant’s rights hereunder shall be terminated or modified, nor shall Tenant’s possession of the Premises be disturbed or interfered with, by any trustee’s sale or by an action or proceeding to foreclose said mortgage, deed of trust or other encumbrance. Landlord represents and warrants that, as of the Effective Date, there is no mortgage, ground lease or other such encumbrance on the Property. Notwithstanding anything to the contrary contained hereinset forth above, the subordination of this Lease to any mortgagee under a Mortgage mayground lease, by notice in writing to mortgage, deed of trust or other encumbrance entered into following the Effective Date is conditioned upon Tenant, subordinate its Mortgage to Landlord and the lien holder entering into a commercially reasonably Subordination, Non-Disturbance and Attornment Agreement providing, among other covenants, that so long as an Event of Default by Tenant is not in existence, neither this Lease. In the event Lease nor any of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time ’s rights hereunder shall be extended by any period within which such mortgage is prevented from commencing terminated or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlordmodified, nor shall this Lease Tenant’s possession of the Premises be canceled disturbed or surrenderedinterfered with, without the prior written consentby any trustee’s sale or by an action or proceeding to foreclose said mortgage, in each instance, deed of any ground lessor trust or mortgageeother encumbrance.
Appears in 1 contract
Subordination. Landlord may execute Subject to the full execution and deliver a mortgage delivery of an SNDA (as defined herein), this Lease is subject and subordinate to any future ground or trust underlying leases affecting the Land, Building or Project (“Ground Lease”) and to any mortgage, deed of trust, security interest, or title retention interest now or in the nature of a mortgage future affecting the Land, Building or Project (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereofrenewals, provided that any such subordination at all times shall be subject to the right modifications, consolidations, replacements and extensions of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or Mortgage. Tenant shall, within 20 days after Landlord’s request execute any instrument (“SNDA”) in confirmation thereof and confirming Tenant’s attornment agreement as provided herein; provided that (a) such SNDA is duly executed by the ground lessor under a Ground Lease (“Ground Lessor”) or any holder of any note or obligation secured by a Mortgage ("Mortgagee”), as applicable, (b) contains an agreement (“Non-disturbance Agreement”) providing, among other things, that so long as an Event of Default does not exist under this Lease, Tenant's use and occupancy of the Premises and its rights under this Lease shall not be disturbed or affected by (i) the termination of such Ground Lease prior to the lien expiration or termination of this Lease or (ii) any such Mortgage as foreclosure or other action (including by the delivery or acceptance of a deed in lieu thereof) which may be requested instituted or undertaken in writing by Landlord from time order to time enforce any right or remedy available under the Mortgage, and Tenant agrees (c) is otherwise reasonably acceptable to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything the foregoing, but subject to the contrary contained hereinterms of any applicable SNDA, any mortgagee Ground Lessor or Mortgagee shall have the right to subordinate the Ground Lease or the Mortgage, as applicable, to this Lease, in which case this Lease may continue in full force and effect upon the termination of the Ground Lease or foreclosure or other action under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, and Tenant shall attorn to and recognize such ground lessor, mortgagee as its landlord the Ground Lessor or the purchaser in foreclosure as Tenantof Landlord's landlord interest under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeapplicable.
Appears in 1 contract
Subordination. Landlord may execute Seller shall have the right to receive, and deliver a mortgage or trust deed Buyer shall have the right to make, any and all payments and prepayments relating to the loans made under this Subordinated Note. Seller hereby agrees that at any time during which the conditions set forth in the nature proviso of a mortgage the immediately preceding sentence shall not be satisfied, Seller shall be subordinate in right of payment to the prior payment of any indebtedness or obligation of Buyer owing to any Agent or Purchaser (both sometimes hereinafter referred each, as defined below) under that certain Receivables Purchase Agreement, dated as of April 6, 2010 (as amended, restated, supplemented or otherwise modified from time to as "Mortgage") against the Buildingtime, the Project or any interest therein“Receivables Purchase Agreement”), including a ground lease thereof ("Ground Lease") by and sell among Buyer, Seller, as Servicer, various “Purchasers” and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord “Co-Agents” from time to time party thereto, and Tenant agrees to return to Landlord Xxxxx Fargo Bank, N.A., as the “Administrative Agent” (together with the Co-Agents, the “Agents”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agents and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all obligations of Buyer and/or the Servicer thereunder and under the “Fee Letters” referenced therein (all such instrument fully executed within ten (10obligations, collectively, the “Senior Claim”) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, Seller shall not institute against Buyer any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event proceeding of the cancellation type described in Section 7.1(f) or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwiseg) of the address Receivable Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Seller in violation of such mortgagee and containing a request therefor. Tenant further this Section 4, Seller agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Administrative Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 1 contract
Samples: Receivable Sale Agreement (Ferrellgas Partners Finance Corp)
Subordination. Landlord may execute The payment of all of the Subordinated Debt is hereby made expressly subordinate and deliver a mortgage or trust deed junior to the Payment in Full of the Senior Debt to the extent and in the nature manner set forth in this Agreement. The Subordinated Debt shall continue to be subordinated to the Senior Debt even if the Senior Debt is deemed unsecured, under secured, subordinated, avoided or disallowed under the Bankruptcy Code or other applicable law. Regardless of a mortgage (both sometimes hereinafter referred any priority otherwise available to as "Mortgage") against the Buildingany Subordinated Creditor by law or by agreement, the Project all Liens and security interests of any Subordinated Creditor, whether now or hereafter arising and howsoever existing, in any Collateral or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback other assets securing any of the Land. This Lease and the rights of Tenant hereunder Subordinated Debt shall be and hereby are subordinated in all respects to the rights and interests of Bank in those assets. Without limiting the foregoing, each Subordinated Creditor hereby made expressly subject acknowledges and subordinate at agrees that any and all times security interests, Liens, rights and interests of any Subordinated Creditor, whether now existing or hereafter arising, in or on any or all of the Collateral, shall be and hereby are subordinated for all purposes and in all respects to any ground lease and all security interests, Liens, rights and interests of Bank in or on any or all of the Land or the Building or bothCollateral, whether now existing or hereafter existing and arising, irrespective of: (a) the date, time, order, manner or method of creation, grant, attachment or perfection of the respective security interests or Liens granted to any Subordinated Creditor or Bank in or on any or all amendmentsof the Collateral; (b) the time or manner of the recording or filing of their respective financing statements, renewals and modifications thereto and extensions thereofdeeds of trust, mortgages or other security documents; (c) the possession of any of the Collateral; (d) the dating, execution or delivery of any agreement granting any Subordinated Creditor or Bank security interests in or Liens upon any of the Collateral; or (e) any provision of the Uniform Commercial Code(s) of the applicable jurisdictions or other applicable law or decision to the contrary. No Subordinated Creditor shall have any right to possession of any Collateral or other assets of Borrower, if any, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made foreclose upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease Collateral or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereofassets, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement judicial action or otherwise, unless and until the Senior Debt is Paid in Full. Without limiting the foregoing, each Subordinated Creditor hereby further acknowledges and agrees that, other than Permitted Payments, until the Senior Debt is Paid in Full, all payments, collections, dividends, distributions or the commencement other amounts (whether consisting of airy judicial action seeking such foreclosurecash, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee securities (other than Reorganization Securities) or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, other property) directly or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has indirectly received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing Subordinated Creditor by set-off, recoupment or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease otherwise on account of default. This Lease may not be modified any Subordinated Debt or amended so as to reduce the rent paid hereunder at law or shorten the Termin equity (including, without limitation, any amounts received in connection with any Insolvency or so as to adversely affect in Liquidation Proceeding or any other judgment or settlement with respect to any material extent the rights of Landlordsuit filed by any Subordinated Creditor against Borrower or by any other action permitted hereunder) or otherwise, nor shall this Lease (i) not be canceled commingled with any other property or surrendered, without the prior written consent, in each instance, assets of any ground lessor Subordinated Creditor; (ii) be held in trust by such Subordinated Creditor for the benefit of Bank; and (iii) be paid over and delivered promptly to Bank in precisely the form received, with any necessary endorsement of such Subordinated Creditor, as a payment on the Senior Debt (or, at Bank’s option, as collateral for any outstanding Senior Debt which is contingent or mortgageeis otherwise not then due and payable).
Appears in 1 contract
Samples: Subordination Agreement (Birner Dental Management Services Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly is subject and subordinate at to all times to any ground lease or underlying leases, mortgages, and deeds of trust which now affect the Land or Premises, the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien real property of any Mortgage now or hereafter encumbering any portion of the Projectwhich it is a part, and to all renewals, modifications, consolidations, replacements, and extensions thereof. If the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant, Tenant agrees promptly to execute, acknowledge, and deliver any and all documents or instruments which Landlord or such lessor, holder, or holders deem REASONABLY necessary or desirable for purposes thereof. SUBJECT TO THIS PARAGRAPH, Landlord shall have the right to cause this Lease to be and become and remain subject and subordinate to any and all ground or underlying leases, mortgages or deeds of trust which may hereafter be executed covering the Premises, the Building and the real property of which it is a part. or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or hereafter to be made upon thereunder and without regard to the security thereoftime or character of such advances, provided that any such subordination at all times shall be together with interest thereon and subject to the right of Tenant to remain in possession of the Premises under all the terms of this Lease for the Termand provisions thereof., notwithstanding any default under the relevant Ground Lease or MortgageTenant agrees, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days after Landlord's written request therefore, to execute, acknowledge, and deliver any and all documents or instruments REASONABLY requested by Landlord, or that are necessary or proper to assure the subordination of receipt thereof this Lease to any such mortgages, deeds of trust, or leasehold estates; provided, however, that the foregoing provisions with respect to such election of subordination by Tenant. Notwithstanding anything Landlord shall not he effective unless the owner or holder of any such mortgage, deed of trust, or the lessor under any such leasehold estate shall execute with Tenant a non-disturbance and attornment agreement, in a form SUBSTANTIALLY similar to Exhibit G hereof, under which such owner, holder, or lessor shall agree to accept the contrary Tenant upon the terms and conditions contained hereinin this Lease for the then unexpired term hereof, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms leasehold estate or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or upon the foreclosure of any such Mortgage by voluntary agreement mortgage or otherwisedeed of trust, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure so long as Tenant's landlord under this Lease. Tenant agrees to execute pay rent and deliver at any time upon request observe and perform all of such ground lessor, mortgagee, purchaser, or their successors, any instrument the provisions of this Lease to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord be observed and performed by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Ocular Sciences Inc /De/
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and ------------- subordinate at all times to the lien of all mortgages, deeds of trust and prime leases securing any ground lease of the Land amount or the Building or both, amounts whatsoever which may now exist or hereafter existing and be placed on or against the Property or on or against Landlord's interest or estate therein, all amendmentswithout the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, renewals and modifications thereto and extensions in the event of a foreclosure of any such mortgage or deed of trust or of any other action or proceeding for the enforcement thereof, or of any sale thereunder, or termination of such prime lease, then: (i) Tenant's operation of its business as permitted hereunder shall not be materially interfered with except as permitted under this Lease upon the occurrence of an Event of Default; (ii) Tenant rights hereunder, including its purchase rights shall not be materially interfered with except as permitted under this Lease upon the occurrence of an Event of Default and provided that such rights shall be preserved in a sale/leaseback by provision in the prime lease with respect to the Expansion Area, for the exclusion or right to buy back the Expansion Area; (iii) this Lease shall not be terminated or extinguished except as permitted under this Lease upon the occurrence of an Event of Default; and (iv) the rights and possession of Tenant hereunder shall not be disturbed except as permitted under this Lease upon the occurrence of an Event of Default, and, subject to the foregoing, Tenant shall attorn to the person who acquires Landlord's interest hereunder through any such mortgage or deed of trust. Tenant agrees to execute, acknowledge and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of any Mortgage now or hereafter encumbering any portion all such mortgages, deeds of the Project, trust and to all advances made or hereafter to leases as may reasonably be made upon the security thereof, required by Landlord provided that any such subordination at all times shall be subject to agreement contains the right of Tenant to remain non-disturbance protection set forth in possession of the Premises under the terms of this Lease for the Termsubparts (i), notwithstanding any default under the relevant Ground Lease or Mortgage(ii), or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute (iii) and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10iv) days of receipt thereof by Tenantabove. Notwithstanding anything to the contrary contained hereinforegoing, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give if the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing deed of trust or the lessor under such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall prime lease requests that this Lease be canceled made superior, rather than subordinate to such deed of trust, mortgage or surrenderedprime lease, without the prior written consentthen Tenant agrees to execute, in each instance, of any ground lessor or mortgageeacknowledge and deliver upon demand such instruments effectuating such priority.
Appears in 1 contract
Samples: Campus Lease (Monsanto Co /New/)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall any extensions, renewals, replacements or modifications thereof are and shal at all times be and are hereby made expressly remain subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage, deed of trust and all other security documents now or hereafter encumbering securing payment of any portion indebtedness of Landlord with respect to the ProjectPremises, ground lease or underlying lease now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereof and to :any increases, renewals, modifications, substitutions, replacements, consolidations and extensions thereof, provided that any such . Although the foregoing subordination at all times shall be subject to the right of self-effectuating, Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to shall execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any documentation requested by Landlord consistent with this Section 25 in order to confirm the foregoing subordination, within five (5) business days after receiving Landlord’s written request. If Tenant fails to provide Landlord with such instrument fully executed subordination documents within ten five (105) business days after Landlord’s written request, the same shall constitute a default by Tenant hereunder without requirement of receipt thereof by Tenant. Notwithstanding anything any further notice or right to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Leasecure. In the event any proceedings are brought for foreclosure, or in the event of the cancellation exercise of the power of sale under any mortgage or termination deed :of trust Made by the Landlord covering the Premises, Tenant shall attorn to the purchaser at any such Ground Lease described above foreclosure, or to the grantee of a deed in accordance with its terms lieu of foreclosure, and recognize such purchaser or by grantee as the surrender thereofLandlord under this Lease, whether voluntaryprovided such purchaser assumes, involuntary either expressly or by operation of law, or by summary proceedings, or the foreclosure obligations of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord “Landlord” arising under this LeaseLease after the date title to the Land and Building is transferred to such purchaser or grantee. Tenant agrees that no mortgagee or successor to execute such mortgagee shall be (i) bound by any payment of Base Rent or additional rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or such successor in interest, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant’s occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and deliver which have accrued prior to the date that such mortgagee or successor takes legal title to the Land and the Building, or (vi) liable for the return of any security deposit, unless such security deposit has been physically received by such mortgagee. Any such mortgagee shall have the right, at any time upon request of such ground lessortime, mortgagee, purchaser, or their successors, to subordinate to this Lease any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account is otherwise subordinated by operation of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSection 25.
Appears in 1 contract
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature any mortgagee or any beneficiary of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, Deed of Trust with a lien on the Project or any interest thereinground lessor with respect to the Project, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Project, and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the Project, and to all advances made ground leases or hereafter to be made upon underlying leases, or Landlord's interest or estate in any of said items is specified as security. In the security thereof, provided event that any such subordination at all times shall be subject to the right ground lease or underlying lease terminates for any reason or any mortgage or Deed or Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under subordination, attorn to and become the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure Tenant of the Mortgage or any sale pursuant theretosuccessor in interest to Landlord, so long as Tenant is not at the option of such successor in default under this Leaseinterest. Tenant covenants and agrees to execute and deliver such instruments subordinating deliver, upon demand by Xxxxxxxx and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground lease or to underlying leases or the lien of any such Mortgage mortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Xxxxxx. Tenant, within ten days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of current monthly Rent, the dates to which Rent has been paid in advance, and the amount of any security deposit and prepaid Rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be requested in writing represented by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Sonosight Inc
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature Upon delivery of a mortgage non-disturbance and attornment agreement which is reasonably satisfactory to Tenant, Tenant agrees; (both sometimes a) that, except as hereinafter referred provided, this Lease is, and all of Tenant’s rights hereunder are and shall always be, subject and subordinate to as "any mortgage, leases of Landlord’s property (in sale-leaseback) pursuant to which Landlord has or shall retain the right of possession of the Leased Space (and/or the Building) or security instruments (collectively called “Mortgage"”) against that now exist, or may hereafter be placed upon the Leased Space or the Building, the Project or any interest therein, including a ground lease part thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon thereunder and extensions thereof; and (b) that if the security thereof, provided that holder of any such subordination Mortgage (“Mortgagee”) or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will, attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under this Lease for the balance then remaining of the term of this Lease, subject to all times terms of this Lease, Notwithstanding anything to the contrary set forth above, any Mortgagee may at any time subordinate its Mortgage to this Lease, without Tenant’s consent, by execution of a written document subordinating such Mortgage to this Lease to the extent set forth therein, and thereupon this Lease shall be deemed prior to such Mortgage to the extent set forth in such written document without regard to their respective dates of execution, delivery and/or recording and in that event, to the extent set forth in such written document such Mortgagee shall have the same rights with respect to this Lease as though this Lease had been executed and a memorandum thereof recorded prior to the execution, delivery and recording of the Mortgage as though this Lease had been assigned to such Mortgagee. Should Landlord or any Mortgagee or purchaser desire confirmation of either such subordination or such attornment, as the case may be, Tenant upon written request, and from time to time, will execute and deliver without charge and in form reasonably satisfactory to Landlord and Tenant, to the Mortgagee or the purchaser all instruments and/or documents that may be required to acknowledge such subordination and/ or agreement to attorn, in recordable form within ten (10) business days following a request therefor from Landlord. The foregoing subordination and attornment provisions are subject to the right of Mortgagee’s agreement that such Mortgagee agrees to recognize this Lease and to allow Tenant to remain in possession of the Premises Leased Space and exercise all of its rights under the Lease so long as Tenant does not suffer an Event of Default under this Lease and this Lease or Tenant’s right of possession is not terminated in accordance with the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees shall agree to execute and deliver such instruments subordinating any reasonable changes to this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested required by a Mortgagee, which changes do not materially alter the non-economic terms, or alter in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days way the economic terms, of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Idera Pharmaceuticals, Inc.
Subordination. Landlord may execute This Lease, and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the all rights of Tenant hereunder ------------ ------------- hereunder, are and shall be and are hereby made expressly subject and subordinate at to all times to any ground lease leases and master leases of the Land Property or the Building or both, now or hereafter existing and to all amendments, mortgages (including modifications and renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage ) which may now or hereafter encumbering any portion of affect the Project, and to all advances made Property or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage Building or any sale pursuant thereto, of such leases so long as Tenant is not in default under this Leaseprovided with a reasonably acceptable non-disturbance agreement. This Section 15.1 shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant agrees to execute shall promptly execute, acknowledge and deliver such instruments subordinating this Lease to any instrument that Landlord, any lessor under any such Ground Lease lease(s) or any holder of such mortgage(s) may reasonably request to the lien of any evidence such Mortgage as may be requested in writing by Landlord from time subordination; provided, however, that Tenant is concurrently provided with a reasonably acceptable non-disturbance agreement. If Tenant fails to time and Tenant agrees to return to Landlord execute, acknowledge or deliver any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinafter request therefor in compliance with this Section 15.1, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to Tenant hereby irrevocably constitutes and recognize such ground lessor, mortgagee or purchaser in foreclosure appoints Landlord as Tenant's landlord under this Lease. Tenant agrees attorney-in-fact, coupled with an interest, to execute and deliver at any time upon request such instruments for and on behalf of such ground lessor, mortgagee, purchaser, or their successors, Tenant. Any lease to which this Lease is subject and subordinate is hereinafter referred to as a "Superior Lease" and the lessor of a Superior Lease is hereinafter referred to as a "Superior Lessor"; and any instrument mortgage to further evidence such attornment. Tenant agrees which this Lease is subject and subordinate is hereinafter referred to give as a "Superior Mortgage" and the holder of any Mortgage, by registered or certified mail, a copy Superior Mortgage is hereinafter referred to as a "Superior Mortgagee." For the purposes of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said a reasonably acceptable non-disturbance agreement shall be one which states substantially as follows: that in the event any mortgage or deed of trust to which this Lease is or is to become subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary or in the event any ground lease to which this Lease is or is to become subordinated is terminated, then, in each case, this Lease shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that timeterminated, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing cut off or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlordforeclosed, nor shall the rights and possession of Tenant hereunder be disturbed, so long as Tenant shall not be in default in the payment of Rent and any other sums due hereunder or otherwise be in default under any of the terms of this Lease be canceled Lease. Landlord hereby confirms to Tenant that as of the date of this Lease, there is no deed of trust or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageemortgage encumbering this property .
Appears in 1 contract
Subordination. Landlord may execute For purposes of this Debenture and deliver a mortgage specifically this Section 2 hereof, the term “Superior Bank Indebtedness” shall not include obligations to insiders and shall be defined as follows: The principal of, and accrued and unpaid interest on (a) indebtedness of the Company incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust deed company organized under the laws of the United States or any state or (ii) any savings and loan association; (b) obligations of the Company incurred pursuant to agreements to factor the accounts receivable of the Company; (c) purchase money obligations entered into in the nature ordinary course of a mortgage business, evidenced by notes, lease-Settlement Agreements, purchase contracts or agreements, or similar instruments for the payment of which the Company is responsible or liable, by guarantees or otherwise; (both sometimes hereinafter referred d) obligations of the Company incurred in the ordinary course of business under any agreement to as "Mortgage") against the Buildinglease, the Project or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any interest thereinother agreement to lease, including a ground or lease of, any real or personal property for the benefit of the Company which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (e)any modification, renewal, extension or refunding of any such indebtedness, guarantee or obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on the date of execution of this Debenture or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Debenture. The Company agrees, and the Holder of the Debenture issued hereunder by its acceptance thereof ("Ground Lease") likewise agrees, that the Debenture shall be issued subject to the provisions of this Section 2, each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and sell and leaseback the Landagrees to be bound by such provisions. This Lease Dxxxxxxxx issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment or satisfaction to the prior payment of Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, the rights of Tenant hereunder the Holder shall be and are hereby made expressly subject and subordinate at all times appropriately subrogated to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlordthe holders of Superior Bank Indebtedness to receive payments or distributions of cash, nor property or securities of the Company to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and Interest on the Debenture shall this Lease be canceled paid in full; and, for the purposes of such subrogation, no payments or surrendered, without distributions to the prior written consent, in each instance, holders of the Superior Bank Indebtedness of any ground lessor cash, property or mortgagee.securities to which the Holder of the Debenture would be entitled except for the provisions of this Section 2. It is understood that the provisions of this Section 2 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of the Superior Bank Indebtedness, on the other hand. US Dataworks, Inc. Convertible Debenture September 15, 2004
Appears in 1 contract
Samples: Us Dataworks Inc
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver or any mortgagee or beneficiary with a mortgage deed of trust encumbering the Premises, or trust deed in the nature any lessor of a mortgage (both sometimes hereinafter referred ground or underlying lease with respect to as "Mortgage") against the BuildingPremises, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall will be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Premises; and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed for which the Premises, or Landlord's interest and estate in any portion of the Projectsaid items, and to all advances made or hereafter to be made upon the security thereof, is specified as security; provided that Tenant receives a non-disturbance agreement from the prospective lessor, mortgagee or beneficiary. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such subordination ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at all times shall be subject the election of Landlord's successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant's right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver such instruments subordinating deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Ground Lease ground lease or to underlying leases or the lien of any such Mortgage as may be requested in writing by Landlord from time mortgage or deed of trust. If Tenant fails to time sign and Tenant agrees to return to Landlord any such instrument fully executed documents within ten fifteen (1015) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without curereceipt, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not will be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageedefault hereunder.
Appears in 1 contract
Samples: Lease (Apria Healthcare Group Inc)
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinbona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the Projectforegoing, and Landlord or any such ground lessor, mortgagee, or beneficiary shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject ground leases or underlying leases or any such liens to the right this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under subordination and upon the relevant Ground Lease or Mortgagerequest of such successor in interest to Landlord, or after termination of said Ground Lease or foreclosure attorn to and become the Tenant of the Mortgage or any sale pursuant thereto, so long as Tenant is not successor in default under this Leaseinterest to Landlord. Tenant covenants and agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed deliver, within ten (10) days of receipt thereof following a demand by Tenant. Notwithstanding anything to Landlord and in the contrary contained hereinform requested by Landlord, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's landlord under this Lease. Tenant agrees failure to timely execute and deliver such additional documents shall, at any time upon request of such ground lessorLandlord's option, mortgagee, purchaser, or their successors, any instrument to further evidence such attornmentconstitute an additional default hereunder. Tenant agrees to give the holder hereby irrevocably appoints Landlord as attorney-in-fact of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior which appointment is coupled with an interest, to execute, deliver and record any such notice Tenant has received notice (by way documents in the name and on behalf of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeTenant.
Appears in 1 contract
Samples: Sublease Agreement (Steri Oss Inc)
Subordination. Landlord may execute Without the necessity of any additional document being executed by Lessee for the purposes of effecting a subordination, and deliver a mortgage or trust deed in at the nature election of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Lessor or any interest thereinmortgagee or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall will be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Property, and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Property, ground leases or underlying leases, or Lessor's interest or estate in any of said items is specified as security. Lessor or any mortgagee or ground lessor will have the Projectright, and at its election, to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any ground lessee or underlying leases or any such subordination at all times shall be subject liens to the right of Tenant to remain this Lease. If Lessor's interest in possession of the Premises under is acquired by any ground lessor or mortgagee, or in the terms of this Lease event any proceedings are brought for the Termforeclosure of, or in the event of exercise of. power of sale under, any mortgage or deed of trust made by Lessor covering the Premises, or in the event a conveyance in lieu of foreclosure is made for any reason, Lessee will, notwithstanding any default under subordination and upon the relevant Ground Lease or Mortgagerequest of such successor in interest to Lessor, or after termination of said Ground Lease or foreclosure attorn to and become the Lessee of the Mortgage or any sale pursuant theretosuccessor in interest to Lessor and recognize such successor in interest as the Lessor under this Lease, provided Lessee's interests hereunder shall not be disturbed so long as Tenant Lessee is not in default under Default hereunder. Lessee acknowledges that although this Lease. Tenant Paragraph is self-executing, Lessee covenants and agrees to execute and deliver such instruments subordinating deliver, upon demand by Lessor and in the form requested by Lessor, or any other mortgagee or ground lessor, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground leases or to underlying leases or the lien of any such Mortgage mortgage or deed of trust, provided Lessee's interests hereunder shall not be disturbed so long as may Lessee is not in Default hereunder. Lessee agrees that any person or entity who acquires title to the Premises pursuant to a foreclosure of a deed of trust or mortgage, or deed in lieu thereof, or the termination of an underlying ground lease or master lease (a "Foreclosing Party"), even if such Foreclosing Party elects to have Lessee attom to the Foreclosing Party under this Lease, shall not be requested (i) liable for any act or omission of any prior lessor or with respect to events occurring prior to its acquisition of ownership, (ii) subject to any offsets or defenses which Lessee might have against any prior lessor, (iii) bound by prepayment of more than one month's rent, (iv) liable for any security deposit not actually received by such person or entity, (v) bound by any amendment or modification to this Lease not consented to in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of the mortgage, deed of trust, ground lease or master lease or the Foreclosing Party, or (vi) liable for any Mortgageobligation or liability accruing under this Lease after the Foreclosing Party assigns its interest under this Lease to a third party. Any such Foreclosing Party is expressly made a third party beneficiary of the foregoing provisions, by registered or certified mail, a copy and all other provisions of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant this Lease which are for the benefit of a copy of an assignment of rents and leasesForeclosing Party, or otherwise) which rights shall survive a foreclosure of the address deed of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing trust or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageemortgage.
Appears in 1 contract
Samples: Sublease Agreement (Digimarc CORP)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to to: (i) any and all ground lease of the Land leases or underlying leases now existing or hereafter executed affecting the Building or both, now all or hereafter existing any portion of the Demised Premises and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust now existing or hereafter encumbering executed in any amount for which the Demised Premises (or any portion thereof), ground leases, underlying leases, or Landlord's interest or estate in any of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such said items is specified as security. The foregoing subordination at all times shall be subject effective provided and on the condition that such ground lessor, underlying lessor, mortgagee, trustee, beneficiary, grantee or lender (hereafter referred to as "mortgagee") named in such instrument shall provide Tenant with a written subordination, non-disturbance and attornment agreement in recordable form, on such mortgagee's standard form for same, which shall provide in substance that so long as no event of default by Tenant occurs under this Lease beyond applicable notice and/or cure periods, then (a) Tenant shall not be named or joined in any action or proceeding to terminate such ground or underlying lease or to foreclose on such mortgage or deed of trust (as applicable) or any proceeding to otherwise enforce the right rights of Tenant to remain such mortgagee, in possession of each case except as required by applicable law and (b) no such termination, foreclosure or other proceeding shall result in the Premises under the terms cancellation or termination of this Lease (whether or not Tenant is named in such action). Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or any such liens to underlying leases or to this Lease. In the event that any ground Lease or underlying lease terminates for the Termany reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any default under subordination and at the relevant Ground Lease or Mortgageoption of such successor, or after termination of said Ground Lease or foreclosure attorn to and become Tenant of the Mortgage or any sale pursuant theretosuccessor in interest to Landlord, so long as Tenant is not at the option of such successor in default under this Leaseinterest. Tenant covenants and agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed deliver, within ten (10) days of receipt thereof request by Tenant. Notwithstanding anything to Landlord and in the contrary contained hereinform requested by Landlord, any mortgagee under a Mortgage may, by notice additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination lien of any such Ground Lease described above in accordance with its terms mortgage or deed of trust. If Tenant fails to timely execute such additional documents, Tenant hereby appoints Landlord as Tenant's attorney-in-fact for the sole purpose of executing such additional documents on behalf of Tenant. If requested by the surrender thereof, whether voluntary, involuntary any present or by operation of law, future lender or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee Tenant agrees to amend this Lease provided such amendment does not materially increase the obligations or purchaser in foreclosure as Tenant's landlord materially decrease the rights of Tenant under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Lease Agreement (Access Integrated Technologies Inc)
Subordination. Landlord may execute For purposes of this Debenture and deliver a mortgage specifically this Section 2 hereof, the term "Superior Bank Indebtedness" shall be defined as follows: The principal of, and accrued and unpaid interest on (a) indebtedness of the Maker incurred in the ordinary course of business for money borrowed or in respect of letters of credit issued for its own account, to (i) any bank or trust deed company organized under the laws of the United States or any state or (ii) any savings and loan association; (b) obligations of the Maker incurred pursuant to agreements to factor the accounts receivable of the Maker; (c) purchase money obligations entered into in the nature ordinary course of a mortgage business, evidenced by notes, lease-purchase agreements, purchase contracts or agreements, or similar instruments for the payment of which the Maker is responsible or liable, by guarantees or otherwise; (both sometimes hereinafter referred d) obligations of the Maker incurred in the ordinary course of business under any agreement to as "Mortgage") against the Buildinglease, the Project or lease of, any real or personal property which are required to be capitalized in accordance with generally accepted accounting principles, or any interest thereinother agreement to lease, including a ground or lease of, any real or personal property for the benefit of the Maker which, by the terms thereof, are expressly designated as Superior Bank Indebtedness; and (e) any modification, renewal, extension or refunding of any such indebtedness, guarantee or obligation; in every case, whether such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, was outstanding on the date of execution of this Debenture or thereafter created, incurred or assumed; unless, in the instrument creating or evidencing the same or pursuant to which the same is outstanding, it is provided that such indebtedness, guarantee or obligation, or such modification, renewal, extension or refunding thereof, is not superior in right of payment to the Debentures. The Maker agrees, and the Holder of the Debenture issued hereunder by its acceptance thereof ("Ground Lease") likewise agrees, that the Debenture shall be issued subject to the provisions of this Section 2, each person holding any Debenture, whether upon original issue or upon transfer or assignment thereof, accepts and sell and leaseback the Landagrees to be bound by such provisions. This Lease Debenture issued hereunder shall, to the extent and in the manner hereinafter set forth, be subordinated and subject in right of payment or satisfaction to the prior payment of Superior Bank Indebtedness. Subject to the payment of Superior Bank Indebtedness as provided above and subject to applicable law, the rights of Tenant hereunder the Holder shall be and are hereby made expressly subject and subordinate at all times appropriately subrogated to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlordthe holders of Superior Bank Indebtedness to receive payments or distributions of cash, nor property or securities of the Maker to the extent applicable to the Superior Bank Indebtedness until the principal of, and premium, if any, and interest on the Debentures shall this Lease be canceled paid in full; and, for the purposes of such subrogation, no payments or surrendered, without distributions to the prior written consent, in each instance, holders of the Superior Bank Indebtedness of any ground lessor cash, property or mortgageesecurities to which the Holders of the Debentures would be entitled except for the provisions of this Section 2. It is understood that the provisions of this Section 2 are and are intended solely for the purpose of defining the relative rights of the Holder, on the one hand, and the holders of the Superior Bank Indebtedness, on the other hand.
Appears in 1 contract
Samples: Us Dataworks Inc
Subordination. Landlord may execute Tenant agrees that this Lease and deliver a mortgage or trust deed its other interests, if any, in the nature Project are and shall be subordinate to any first lien now of record affecting the Premises and, if the holder of such first lien also holds a mortgage second lien now of record affecting the Premises, to such second lien (both sometimes such first lien and such second lien, if any, being hereinafter referred collectively called the "Prior Lien"), to as "Mortgage") against any and all advances made or to be made under the BuildingPrior Lien, to the interest on all obligations secured by the Prior Lien, to all other sums secured or to be secured thereby, including without limitation attorneys' fees, taxes and insurance premiums, and to all renewals, replacements, extensions and modifications of the Prior Lien. Tenant further agrees that this Lease and its other interests, if any, in the Project shall be subordinate to any first lien that may hereafter be placed on the Premises, to any and all advances made or to be made under such first lien, to the interest on all obligations secured by such first lien, and to all renewals, replacements, extensions and modifications of such first lien, provided that the holder of such first lien delivers to Tenant an agreement by such lien holder that Tenant's rights and interests with respect to the Premises and the Project shall not be impaired or disturbed by foreclosure or other enforcement or other enforcement of such first lien except as expressly permitted under this Lease or any interest therein, including a ground lease thereof related agreement between Landlord and Tenant with respect to the Project. The holder of any lien described above ("Ground Lien Holder"), at any time prior to foreclosure or other enforcement of its lien(s), may elect to subordinate such lien(s) to this Lease by recording a subordination agreement effecting such subordination and delivering a copy thereof to Tenant at the address set forth in this Lease". The failure of any Lien Holder to include Tenant in a judicial foreclosure action or the election by such Lien Holder to foreclose non-judicially its encumbrance on Landlord's reversionary interest in the Premises under this Lease only, expressly excluding Tenant's leasehold estate under this Lease, shall be deemed (i) an election by such Lien Holder not to impair or disturb Tenant's rights and sell and leaseback interests with respect to the Land. This Lease Premises and the rights of Project except as expressly permitted under this Lease or any related agreement between Landlord and Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times with respect to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and (ii) the agreement by Tenant to all advances made attorn to any person who succeeds to Landlord's interest in the Premises. In the event of any foreclosure or hereafter other enforcement of an encumbrance on the Premises which is subordinate to be made upon the security thereof, provided that any such subordination at all times shall be subject this Lease pursuant to the right of foregoing provisions or otherwise, Tenant agrees to remain attorn to any person who succeeds to Landlord's interest in possession the Premises. Tenant further agrees that, if requested by such transferee, Tenant shall enter into a new lease of the Premises under with such transferee for the balance then remaining of the term of the Lease and upon the same terms and conditions as are then contained in the Lease. In the event of any foreclosure or other enforcement of a Prior Lien or other first lien on the Premises which is subordinate to this Lease for the Termas aforesaid, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees that its rights to execute and deliver such instruments subordinating insurance and/or condemnation proceeds pursuant to this Lease to any such Ground Lease or shall be subordinate to the lien xxxxxx'x xxxhts to such proceeds pursuant to its security instruments. Any subordination or agreement to attorn by Tenant and any subordination by a Lien Holder pursuant to this Section shall be effective without the need for any further act of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed Tenant. However, within ten (10) days of receipt thereof any written request from Landlord or any Lien Holder, Tenant shall execute and deliver any documents or instruments that may be required by Tenant. Notwithstanding anything the Lien Holder to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of effectuate any such Ground Lease described above in accordance with its terms subordination or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of attornment. If Tenant fails to timely execute and deliver any such Mortgage by voluntary agreement documents or otherwiseinstruments, or the commencement of airy judicial action seeking such foreclosurethen in addition to any other available remedy, Tenant, at the request of the new landlord, shall attorn to Tenant irrevocably constitutes and recognize such ground lessor, mortgagee or purchaser in foreclosure appoints Landlord as Tenant's landlord under this Lease. Tenant agrees special attorney-in-fact, coupled with an interest, to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, documents or their successors, any instrument to further evidence such attornmentinstruments. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided acknowledges that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, Lien Holders and shall not, terminate successors-in-interest are intended third party beneficiaries of this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSection.
Appears in 1 contract
Samples: Myers Steven & Associates Inc
Subordination. Landlord may execute Originator shall have the right to receive, and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building------------- SPV shall make, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals payments and modifications thereto and extensions thereof, or prepayments relating to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances loans made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease Subordinated Note provided that, after giving effect to any such Ground Lease payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Purchase Agreement) outstanding at such time under the Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the lien prior payment of any such Mortgage indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Receivables Purchase Agreement dated as may be requested in writing of May 30, 2001 by Landlord and among SPV, Actuant Corporation, as initial Servicer, various "Purchasers" from time to time party thereto, and Tenant agrees Wachovia Bank, N.A., as the "Agent" (as amended, restated, supplemented or otherwise modified from time to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as the "Purchase Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be necessaryenforced by, ifthe Agent and the Purchasers and/or any of their respective assignees (collectively, within such thirty (30the "Senior Claimants") days, any mortgagee has commenced and is diligently pursuing under the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcyPurchase Agreement. Until the time allowed as aforesaid date on which the "Aggregate Invested Amount" outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such obligations, collectively, the "Senior Claim") have been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any proceeding of the type described in the definition of "Event of Bankruptcy" in the Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of this Section 4, Originator agrees that such payment shall be segregated, received and held in trust for said mortgagee the benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 1 contract
Subordination. Landlord may execute Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and deliver at the election of Landlord, Mortgagee, any party holding a mortgage deed of trust or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingmortgage, the Project or any interest thereinground lessor with respect to the Building or the Project, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall will be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Project, and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or may hereafter encumbering be executed in any portion amount for which the Building, Project, ground leases or underlying leases, or Landlord’s interest or estate therein, is specified as security. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and at the option of such successor in interest, attorn to and become the Tenant of the Project, successor in interest to Landlord. Tenant covenants and agrees to all advances made execute and deliver to Landlord within ten (10) days of Landlord’s written request any commercially reasonable requested document or hereafter to be made upon the security thereof, provided that any instrument evidencing such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for with respect to any such ground lease, underlying lease or the Termlien of any such mortgage or deed of trust, notwithstanding any default under the relevant Ground Lease or Mortgageprovided such subordination agreement shall include, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretowithout limitation, a non-disturbance agreement confirming that so long as Tenant is not in default under this Lease. Tenant agrees to execute , Tenant’s leasehold interest shall not be disturbed by such party, and deliver that such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by subordination agreement shall not permit material interference with Tenant’s rights hereunder. Notwithstanding anything to the contrary contained provided for herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage the parties have attached to this LeaseLease as Exhibit I a form of SNDA which Landlord has used with one of its lenders in the past (the “Sample SNDA”). In the event of the cancellation or termination of any such Ground Lease Both parties agree that Sample SNDA is commercially reasonable and acceptable in form and substance, and Tenant shall, upon written request from Landlord, execute an SNDA, which is either commercially reasonable as described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of lawabove, or by summary proceedings, or substantially consistent with the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default Sample SNDA within the time provided for in this Leaseframes described above, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended elected by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature any mortgagee or any beneficiary of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, Deed of Trust with a lien on the Project or any interest thereinground lessor with respect to the Project, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times ties to any (a) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing be executed affecting the Project, and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the Project, and to all advances made ground leases or hereafter to be made upon underlying leases, or Landlord's interest or estate in any of said items is specified as security. In the security thereof, provided event that any such subordination at all times shall be subject to the right ground lease or underlying lease terminates for any reason or any mortgage or Deed of Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under subordination, attorn to and become the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure Tenant of the Mortgage or any sale pursuant theretosuccessor in interest to Landlord, so long as Tenant is not at the option of such successor in default under this Leaseinterest. Tenant covenants and agrees to execute and deliver such instruments subordinating delivery, upon demand by Landlord and in the form requested by Landlord any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground lease or to underlying leases or the lien of any such Mortgage mortgage or Deed of Trust. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. Tenant, within ten days from notice from Landlord shall execute and deliver to Landlord in recordable form, certificates stating that this Lease is not in default, is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of current monthly rent that dates to which rent has been paid in advance, and the amount of any security deposit and prepaid rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be requested in writing represented by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Quality Care Solutions Inc
Subordination. Tenant’s rights under this Lease are subordinate to: (i) all present and future ground or underlying leases affecting all or any part of the Building; and (ii) any easement, license, mortgage, deed of trust or other security instrument now or hereafter affecting the Building (those documents referred to in (i) and (ii) above being collectively referred to as a “Mortgage” and the Person or Persons having the benefit of same being collectively referred to as a “Mortgagee”). In confirmation of such subordination, Tenant shall, at Landlord’s request, promptly execute any requisite or appropriate subordination or other document, but Tenant’s subordination provided in this Section 14.01 is self-operative and no further instrument of subordination shall be required. Landlord may execute shall obtain a subordination, non-disturbance and deliver attornment agreement for Tenant from any holder of a mortgage or trust deed in the nature of ground lessor under a mortgage (both sometimes hereinafter referred to as "Mortgage") against ground lease, currently encumbering the Building; provided that (i) if such mortgagee or ground lessor is a Qualified Lender (hereinafter defined), then the Project or any interest thereinform of such subordination, including a ground lease thereof ("Ground Lease") non-disturbance and sell and leaseback the Land. This Lease and the rights of Tenant hereunder attomment agreement shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land in such mortgagee’s or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor’s customary form, and (ii) if such mortgagee or purchaser ground lessor is not a Qualified Lender, then the form of such subordination, non-disturbance and attornment agreement shall be either, at Landlord’s election, in foreclosure a form used by a Qualified Lender or in such form that is otherwise commercially reasonable. In addition, Tenant’s subordination and attornment to any future mortgage or ground lease as Tenant's landlord set forth in this Section 14.01, shall be conditioned upon Landlord obtaining a subordination, non-disturbance and attornment agreement for Tenant from the holder of such mortgage or the ground lessor under this Lease. Tenant agrees to execute such ground lease; provided that (i) if such mortgagee or ground lessor is a Qualified Lender (hereinafter defined), then the form of such subordination, non-disturbance and deliver at any time upon request of attornment agreement shall be in such mortgagee’s or such ground lessor’s customary form, mortgageeand (ii) if such mortgagee or ground lessor is not a Qualified Lender, purchaserthen the form of such subordination, non-disturbance and attornment agreement shall be either, at Landlord’s election, in a form used by a Qualified Lender or in such form that is otherwise commercially reasonable. For purposes hereof, the term “Qualified Lender” shall mean any entity that is in the business of, or their successorsregularly engages in, underwriting or originating commercial real estate loans, including without limitation, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgagelife insurance company, by registered bank, financial institution, savings and loan institution, pension fund, real estate investment trust, conduit, correspondent loan originator, investment banking company or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageereal estate investment trust.
Appears in 1 contract
Subordination. Landlord may execute and deliver Subject to the receipt by Tenant of the nondisturbance agreement described in Section 16.4 below, in a mortgage or trust deed in commercially reasonably form executed by the nature holder of a the mortgage (both sometimes hereinafter referred the "Mortgagee"), Tenant agrees upon request of Landlord to as "Mortgage") against the Buildingsubordinate every term, the Project or any interest therein, including a ground lease thereof ("Ground Lease") provision and sell and leaseback the Land. This covenant in this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage, deed of trust or other encumbrance (a "Mortgage"), together with any renewals, extensions, or replacement thereof, now or hereafter encumbering placed, charged or enforced against the Premises, or any portion of the ProjectProperty of which the Premises is a part. If the holder of a Mortgage becomes the owner of the Property by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election, this Lease and Tenant's right to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises shall not be disturbed, and Tenant will be bound to such holder or its designee under all the terms and conditions of this Lease Lease, and Tenant will be deemed to have attorned to and recognized such holder or its designee as Landlord's successor-in-interest for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure remainder of the Mortgage or any sale pursuant theretoTerm. Tenant, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within upon ten (10) days of receipt thereof business days' written request by Landlord, will execute and deliver without charge, a commercially reasonably document(s) acceptable to Landlord or such holder in order to confirm the subordination and/or attornment set forth above. Tenant. Notwithstanding anything 's failure to the contrary contained herein, any mortgagee under a Mortgage may, by notice respond to Landlord's request to negotiate in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of good faith and execute any such Ground Lease described above documents referred to in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenantthis Section 16.1, at the request expiration of the new landlordsuch ten (10) day period, shall attorn constitute an immediate default (without notice from Landlord or additional time to cure) by Tenant and recognize such ground lessorshall entitle Landlord to exercise its rights at law, mortgagee in equity or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Lease (Mego Financial Corp)
Subordination. Landlord Until such time as the Guaranteed Obligations have been paid and performed in full and the period of time has expired during which any payment made by Georgia-Pacific, a Guarantor, or any other guarantor of the Guaranteed Obligations to Agent may execute be subsequently invalidated, declared to be fraudulent or preferential, set aside, or required to be repaid by Agent or paid over to a trustee, receiver, or any other entity, whether under any bankruptcy act or otherwise (any such payment being hereinafter referred to as a "Preferential Payment"), any claim or other rights which any Guarantor may now have or hereafter acquire against Georgia-Pacific or such other guarantor that arises from the existence or performance of any Guarantor's obligations under this Guaranty or any other agreement (all such claims and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes rights being hereinafter referred to as "MortgageGuarantor's Conditional Rights") against the Building), the Project including, without limitation, any right of subrogation, reimbursement, exoneration, contribution, or indemnification, any right to participate in any claim or remedy of Agent or such other guarantor or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, collateral which Agent now has or hereafter existing and all amendmentsacquires, renewals and modifications thereto and extensions thereofwhether or not such claim, remedy or right arises in equity or under contract, statute, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage maycommon law, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement payment made hereunder or otherwise, including, without limitation, the right to take or the commencement receive from Georgia- Pacific or such other guarantor, directly or indirectly, in cash or other property or by setoff or in any other manner, payment, or security on account of airy judicial action seeking such foreclosureclaim or other rights, Tenant, at the request shall be subordinate to Agent's right to full payment and performance of the new landlordGuaranteed Obligations, and each Guarantor shall attorn to and recognize not enforce Guarantor's Conditional Rights until such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced the Guaranteed Obligations have been paid and is diligently pursuing performed in full and the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease during which any payment made by Georgia- Pacific or a Guarantor to Agent may not be modified or amended so as determined to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageea Preferential Payment.
Appears in 1 contract
Subordination. Without the necessity of any additional document being ------------- executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinbona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder under this Lease and this Lease shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and become the Tenant of the Projectsuccessor in interest to Landlord, and to all advances made provided such successor in interest will not disturb Tenant's use, occupancy or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession quiet enjoyment of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under default, beyond applicable cure periods, of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership, (b) subject to any offsets or defenses which Tenant might have against any prior lessor, (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant convenants and agrees to execute (and deliver such instruments subordinating acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) business days of receipt of demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground leases or to underlying leases or the lien of any such Mortgage as may mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be requested in writing by liable to Landlord, and shall indemnify Landlord from time and against any loss, cost, damage or expense, incidental or consequential, arising or accruing directly or indirectly, from any failure of Tenant to time and Tenant agrees to return execute or deliver to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenantadditional documents, together with any and all Enforcement Expenses. Notwithstanding anything the foregoing to the contrary contained hereincontrary, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed obtain the signature of Aetna Casualty and Surety Company to cure such default within the time provided for in this LeaseSubordination, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time Non- Disturbance and attornment Agreement attached hereto as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.Exhibit I.
Appears in 1 contract
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of and underlying leases which now exist or may hereafter be executed affecting the Land or the Building or bothProperty, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter encumbering placed on or against the Property, or on Landlord’s interest or estate therein, or portion thereof, or on or against any portion ground or underlying lease and (c) any declaration of covenants, conditions and restrictions or similar instrument now or hereafter recorded affecting the Property, including any conversion to a commercial condominium, all without the necessity of the Projectexecution and delivery of any further instruments on the part of Tenant to implement such subordination; provided, and to all advances made or hereafter to be made upon the security thereofhowever, provided that any such subordination at all times shall be subject to is conditioned upon Tenant’s receipt of a commercially reasonable non-disturbance agreement from the right holder of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, each such instrument providing that so long as Tenant is not in default default, the terms of this Lease shall not be affected by termination proceedings in respect to such ground or underlying lease or foreclosure or other proceedings under such mortgages or deeds of trust. Tenant hereby agrees, at the written request of the landlord under such ground or underlying lease or the purchaser of the Building in such foreclosure or other proceedings, to attorn to such landlord or to such purchaser or, at such landlord’s or such purchaser’s option, to enter into a new lease for the balance of the Term upon the same terms and provisions as are contained in this Lease. Notwithstanding the foregoing, Tenant agrees to will execute and deliver upon demand such further commercially reasonable instrument or instruments subordinating evidencing such subordination of this Lease to any such Ground Lease or to the lien of any such Mortgage mortgage or mortgages or deeds of trust as may be requested required by Landlord, and in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or form required by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenantapplicable lender, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefornon-disturbance provisions stated above are included therein. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional Within thirty (30) days after receipt Landlord’s and Tenant’s execution of notice thereof within which to cure such default orthis Lease, if such default canLandlord shall obtain a commercially reasonable Subordination Non-Disturbance and Attornment Agreement (“SNDA”), in favor of Tenant from any ground lessors, mortgage holders, or lien holders of the Building. Such non-disturbance agreement shall acknowledge that, as long as Tenant is not be cured within that timein default, then such additional time as may be necessaryall of Tenant’s rights and remedies under this Lease shall remain in full force and effect notwithstanding any ground lease termination foreclosure, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement deed in lieu of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent transfer of the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageePremises.
Appears in 1 contract
Samples: Work Letter Agreement (Zoosk, Inc)
Subordination. Landlord may execute and deliver Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (a) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which said Building, land, ground leases or underlying leases or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the Projectforegoing, and Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the cancellation successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such documents in the name and on behalf of Tenant, provided, however, that the termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, underlying lease or the foreclosure (whether by trustee's sale, judicial proceeding or deed-in-lieu thereof) of such lien which is hereafter executed shall not terminate Tenant's right to quiet possession of the Premises under this Lease so long as Tenant is not then n default of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord its obligations under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Office Lease (Service 1st Bancorp)
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and unless otherwise elected by Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinMortgagee (defined below) with a lien on the Premises or any Ground Lessor (defined below) with respect to the Premises (or any part thereof), including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land Premises, or the Building land upon which the Premises is situated, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Premises, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the Projectforegoing, and (i) Tenant acknowledges that Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating subordinated this Lease to any such Ground ground leases or underlying leases or any such liens, and (ii) Landlord acknowledges and agrees that Tenant's obligation to subordinate as described herein is expressly subject to Tenant obtaining a commercially reasonable nondisturbance agreement on Landlord's lender's form, as may be reasonably negotiated between such lender and Tenant. Landlord and Tenant agree to use commercially reasonable efforts to negotiate and cause the parties thereto to mutually approve and execute any such subordination, attornment and nondisturbance agreement within thirty (30) days following the request for same by either party. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the successor in interest to Landlord, at the option to such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the form requested by Landlord and reasonable acceptable to Tenant any additional documents evidencing the priority or subordination of this Lease with respect to any such ground lease or to underlying leases or the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days mortgage or deed of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Leasetrust. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default pay within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, following demand Landlord's actual reasonable attorneys' fees and costs incurred in connection with any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing negotiation or pursuing such foreclosure proceedings by reason modification of Landlord's bankruptcylender's standard subordination agreement form, if any. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.EXHIBIT 10.6
Appears in 1 contract
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinmortgagee with a lien on the Premises or the Development, including a or any portion thereof or any ground lease thereof ("Ground Lease") and sell and leaseback lessor with respect to the Land. This Premises, this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land 54 leases or the Building or both, underlying leases which may now exist or hereafter existing and all amendmentsbe executed affecting the Premises, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Premises is specified as security, and (iii) the Condominium Documents (as same may now or hereafter encumbering exist) and (iv) any portion CC&R (as may now or hereafter exist) that do not materially increase Tenant's obligations hereunder nor materially decrease Tenant's rights hereunder nor materially interfere with the conduct of Tenant's normal business operations (all of the Projectforegoing, collectively the "SENIOR INTERESTS" and the holders of the Senior Interests shall be referred to all advances made as "SENIOR INTEREST HOLDERS"). Notwithstanding the foregoing, Landlord shall have the right to subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the cancellation successor in interest to Landlord. Tenant covenants and agrees to execute and deliver within fifteen (15) business days after demand by Landlord and in the form requested by Landlord, any additional documents evidencing the subordination of this Lease with respect to any such ground leases or termination underlying leases, the lien of any such Ground Lease described above mortgage or deed of trust, the Condominium Documents or the CC&R, and, effective upon a failure to do so, Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in accordance with its terms or the name and on behalf of Tenant. In consideration of, and as a condition precedent to, Tenant's agreement to be bound by the surrender subordination provisions of this Article 25, Landlord shall provide to Tenant for Tenant's execution, a commercially reasonable subordination, attornment and nondisturbance agreement ("NON-DISTURBANCE AGREEMENT"), in recordable form, that in any event shall not provide for any material increase in Tenant's obligations nor any material decrease in Tenant's rights under this Lease and shall be executed by all future ground lessors, mortgage holders and deed of trust beneficiaries of any of Landlord's interest in the Premises desiring to subordinate this Lease to the ground lease, mortgage or deed of trust, as applicable. In the event Landlord fails to obtain any Non-Disturbance Agreement, then, as to the mortgage, deed of trust or ground lease which would have been the subject thereof, whether voluntary, involuntary this Article 25 shall be void and of no force or by operation effect. As a condition to the effectiveness of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease, for the benefit of Tenant Landlord shall deliver to Tenant a non-disturbance agreement in form and substance identical to the specimen annexed hereto as Exhibit D from Fleet Bank, National Association (the "INITIAL MORTGAGEE NON-DISTURBANCE AGREEMENT") and such Initial Mortgagee Non-Disturbance Agreement shall be deemed to satisfy the requirements described in this Article 25. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by TenantInitial Mortgagee Non-Disturbance Agreement, provided that prior the agreement conforms to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time agreement attached hereto as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.Exhibit D.
Appears in 1 contract
Samples: Lease (Sports Club Co Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingThis Lease, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder hereunder, are and shall be subordinate to the interests of (i) all present and are hereby made expressly subject future ground leases and subordinate at master leases of all times to or any ground lease part of the Land Building; (ii) present and future mortgages and deeds of trust encumbering all or any part of the Building; (iii) all past and future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such ground leases, master leases, mortgages and deeds of trust (collectively, “Security Documents”) which now or hereafter constitute a lien upon or affect the Project, the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any Mortgage now additional document for the purpose of evidencing or hereafter encumbering effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any portion such Security Documents to this Lease and in such case, in the event of the Project, and to all advances made termination or hereafter to be made upon transfer of Landlord’s estate or interest in the security thereof, provided that Project by reason of any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the lien Tenant of any such Mortgage as may be requested the successor in writing by Landlord from time to time and Tenant agrees to return interest to Landlord any at the option of such instrument fully executed successor in interest. Furthermore, Tenant shall within ten (10) days of receipt thereof demand therefor execute any instruments or other documents which may be required by TenantLandlord or the holder (“Holder”) of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the Holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Notwithstanding anything Such instruments may contain, among other things, provisions to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any effect that such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord beneficiary (hereafter, for the purposes of this Section 18.1, a “Successor Landlord”) shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease; (c) not be liable for the return of any security deposit under this Lease unless the same shall have actually been deposited with such Successor Landlord; and (d) be entitled to receive notice of any Landlord default under this Lease plus a reasonable opportunity to cure such default prior to Tenant having any right or ability to terminate this Lease as a result of such Landlord default. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver at any time upon request of all such ground lessor, mortgagee, purchaser, or their successors, any instrument subordination instruments in the event that Tenant fails to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents execute and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default deliver said instruments within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) five days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced from Landlord requesting execution and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageedelivery thereof.
Appears in 1 contract
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and unless otherwise elected by Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinMortgagee (defined below) with a lien on the Premises or any Ground Lessor (defined below) with respect to the Premises (or any part thereof), including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land Premises, or the Building land upon which the Premises is situated, or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Premises, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Tenant acknowledges that Landlord shall have the right to subordinate or cause to be subordinated this Lease to any such ground leases or underlying leases or any such liens. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the tenant of the Projectsuccessor in interest to Landlord, at the option to such successor in interest. Tenant covenants and agrees to all advances made execute and deliver, upon demand by Landlord and in the form requested by Landlord any additional documents evidencing the priority or hereafter subordination of this Lease with respect to any such ground lease or underlying leases or the lien of any such mortgage or deed of trust. Tenant and Landlord each agree to be made upon responsible for its own attorneys’ fees and costs incurred in connection with any negotiation or modification of Landlord’s lender’s standard subordination agreement form. Further notwithstanding the security thereofforegoing, provided that Tenant’s obligation to subordinate this Lease and/or to attorn to any such subordination at all times future Mortgagee or Ground Lessor shall be subject to conditioned upon Landlord, Tenant and any such future Mortgagee or Ground Lessor entering into a subordination, nondisturbance and attornment agreement on such future Mortgagee’s or Ground Lessor’s standard form (with commercially reasonable changes requested by Tenant), providing, among other things, that in the right event of any foreclosure of such lien or conveyance of the Premises in lieu of foreclosure, (A) Tenant to remain will not be disturbed in its possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretoPremises, so long as Tenant is not in default under this Lease. , and (B) Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee lienholder or purchaser in at foreclosure and their successors and assigns as Tenant's landlord the “Landlord” under this Lease. Tenant agrees to execute Lease from and deliver at any time upon request after the date of such ground lessor, mortgagee, purchaser, foreclosure or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder conveyance in lieu of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeforeclosure.
Appears in 1 contract
Samples: Industrial Lease (Dendreon Corp)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature (a) Subject to Landlords’ delivery to Tenant of a mortgage (both sometimes hereinafter referred nondisturbance agreement acceptable to as "Mortgage") against the BuildingTenant, Tenant covenants and agrees with Landlord that this Lease is subject and subordinate to any mortgage, deed of trust, ground lease and/or security agreement which may now or hereafter encumber the Project or any interest of Landlord therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of advances made on the Land or the Building or both, now or hereafter existing security thereof and to any and all amendmentsincreases, renewals and modifications thereto renewals, modifications, consolidations, replacements and extensions thereof. Subject to Landlords’ delivery to Tenant of a nondisturbance agreement acceptable to Tenant,, Tenant shall execute any appropriate certificate or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided instrument that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as Landlord may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed request within ten (10) days of receipt thereof after being requested by Tenant. Notwithstanding anything Landlord to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Leasedo so. In the event of the cancellation enforcement by the ground lessor, the mortgagee, the trustee, the beneficiary or termination of the secured party (any such Ground Lease described above in accordance with its terms party being herein referred to as “Interest Holder”) under any such ground lease, mortgage, deed of trust or security agreement (such documents being referred to herein as “Mortgage Documents”) of the remedies provided for by law or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosureDocuments, Tenant, at the upon written request of the new landlordInterest Holder or any person or party succeeding to the interest of Landlord as a result of such enforcement, shall will attorn to and recognize automatically become the tenant of such ground lessorInterest Holder or successor in interest without any change in the terms or other provisions of this Lease; provided, mortgagee however, that such Interest Holder or purchaser successor in foreclosure as Tenant's landlord interest shall not be bound by (i) any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, or (ii) any amendment or modification of this Lease made without the written consent of such Interest Holder or such successor in interest. Upon request by such Interest Holder or successor in interest, whether before or after the enforcement of its remedies, Tenant agrees to shall execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, an instrument or their successors, any instrument to further evidence such attornment. Tenant agrees to give instruments confirming and evidencing the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeattornment herein set forth.
Appears in 1 contract
Samples: Lease Agreement (Q2 Holdings, Inc.)
Subordination. Landlord may execute Originator shall have the right to receive, and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingSPV shall make, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or payments relating to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances loans made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease Subordinated Note provided that, after giving effect to any such Ground Lease or payment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, Originator shall be subordinate in right of payment to the lien prior payment of any such Mortgage indebtedness or obligation of SPV owing to the Agent or any Purchaser under that certain Amended and Restated Receivables Purchase Agreement, dated as may be requested in writing of November 4, 2010 by Landlord and among SPV, Ralcorp Holdings, Inc., as initial Master Servicer, the “Conduits” from time to time party thereto, the “Committed Purchasers” from time to time party thereto, the “Funding Agents” from time to time party thereto and Tenant agrees JPMorgan Chase Bank, N.A., as the “Agent” (as amended, restated, supplemented or otherwise modified from time to return to Landlord time, the “Purchase Agreement”). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Purchasers and/or any of their respective assignees (collectively, the “Senior Claimants”) under the Purchase Agreement. Until the date on which all “Capital” outstanding under the Purchase Agreement has been repaid in full and all other obligations of SPV and/or the Master Servicer thereunder and under the “Fee Letter” referenced therein (all such instrument fully executed within ten (10obligations, collectively, the “Senior Claim”) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, Originator shall not institute against SPV any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event proceeding of the cancellation or termination of any such Ground Lease type described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwiseSection 5.1(d) of the address Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by Originator in violation of such mortgagee and containing a request therefor. Tenant further this Section 4, Originator agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 1 contract
Samples: Receivables Sale Agreement (Ralcorp Holdings Inc /Mo)
Subordination. Landlord may execute This Lease is expressly made subject and deliver a mortgage subordinate to any mortgage, deed of trust, ground lease, underlying lease or trust deed in like encumbrance affecting any part of the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Property or any interest therein, including a ground lease thereof of Landlord therein which is now existing or hereafter executed or recorded ("Ground LeaseENCUMBRANCE") and sell and leaseback ); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease holder of the Land or Encumbrance agrees that this Lease shall survive the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion termination of the ProjectEncumbrance by lapse of time, and to all advances made foreclosure or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, otherwise so long as Tenant is not in default under this LeaseLease (a "Non-Disturbance Agreement"). Tenant agrees Landlord shall undertake commercially reasonable efforts to execute and deliver obtain a Non-Disturbance Agreement from any Mortgagee existing as of the Commencement Date, but obtaining such instruments subordinating Non-Disturbance Agreement shall not be a condition precedent to the effectiveness of this Lease to any such Ground Lease or to the lien performance of Tenant's obligations herein. The Non-Disturbance Agreement to be utilized upon any such Mortgage as may be requested in writing refinancing by Landlord from time and signed by Tenant shall be substantially identical to time the form attached hereto as Exhibit F. Provided the conditions of the preceding sentences are satisfied, Tenant shall execute and Tenant agrees deliver to return to Landlord any such instrument fully executed Landlord, within ten (10) days of receipt thereof after written request therefor by Tenant. Notwithstanding anything to the contrary contained hereinLandlord and in a form reasonably requested by Landlord, any mortgagee under a Mortgage may, by notice in writing additional documents evidencing the subordination of this Lease with respect to Tenant, subordinate its Mortgage to this Lease. In any such Encumbrance and the event non-disturbance agreement of the cancellation or termination holder of any such Ground Lease described above in accordance with its terms or by the surrender thereofEncumbrance, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any so long as such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as documents neither materially diminish Tenant's landlord rights or materially increase Tenant's liabilities or burdens under this Lease. Tenant agrees If the interest of Landlord in the Property is transferred pursuant to execute and deliver at any time upon request or in lieu of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder proceedings for enforcement of any MortgageEncumbrance, by registered or certified mailTenant shall immediately and automatically attorn to the new owner, and this Lease shall continue in full force and effect as a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice direct lease between the Purchaser and Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents the terms and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for conditions set forth in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Subordination. Landlord may execute Subject to the provisions of this Section 19, at the option and deliver a mortgage or trust deed in the nature upon written declaration of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingLandlord, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder leasehold estate created hereby shall be subject, subordinate and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or inferior to the lien and charge of any Mortgage; provided, however, that this Lease shall not be subordinate to any Mortgage now arising after the date of this Lease, or hereafter encumbering any portion renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement from the Mortgagee of the Projecttype normally provided by commercial lenders in southern California (“Non-Disturbance Agreement”), and to all advances made or hereafter to be made upon the security thereof, provided setting forth that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under Default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. Subject to the foregoing condition, (i) Landlord hereby expressly reserves the right, at its option and declaration, to place Mortgages upon and against the Premises and/or any part thereof, superior in lien and effect to this LeaseLease and the estate created hereby, and (ii) Landlord shall be entitled to sign, acknowledge and record in the Office of the County Recorder of the County in which the Premises are situated, a declaration that this Lease and leasehold estate are subject, subordinate and inferior to any Mortgage placed or to be placed by Landlord upon or against the Premises and/or any part thereof (in favor of any Mortgagee, trustee or title insurance company insuring the interest of any such Mortgagee), recordation of which shall, of and by itself and without further notice to or act or agreement of Tenant, make this Lease and the estate created hereby subject, subordinate and inferior thereto. Notwithstanding the foregoing, Tenant agrees to shall, promptly following a request by Landlord and after receipt of the Non-Disturbance Agreement, execute and deliver such instruments subordinating this Lease acknowledge any subordination agreement or other documents required to any such Ground Lease or to establish of record the lien priority of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in over this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure so long as such default or, if such default canagreement does not be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing otherwise increase Tenant’s obligations or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the diminish Tenant’s rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageehereunder.
Appears in 1 contract
Samples: Alphatec Holdings, Inc.
Subordination. Landlord may execute and deliver Unless otherwise elected by a mortgage Mortgagee (defined below), this Lease shall be subordinate to any deed of trust, mortgage, or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingother security instrument, the Project or any interest thereinground lease, including a ground lease thereof master lease, or primary lease, or any other matter of record ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or bothmodifications, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereofrefinancings, or to the lien of replacements thereof), that now covers all or any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession part of the Premises (the mortgagee under any such mortgage or deed of trust or other security instrument, and the terms of this Lease for lessor under any such lease, is referred to herein as the Term, notwithstanding any default under the relevant Ground Lease or Mortgage“Present Mortgagee”), or after termination of said Ground Lease hereafter covers all or foreclosure any part of the Mortgage Premises (the mortgagee under any such mortgage or deed of trust or other security instrument, and the lessor under any such lease is referred to herein as the “Future Mortgagee”; the Present Mortgagee and the Future Mortgagee are hereinafter referred to, separately and collectively, the “Mortgagee”). If Mortgagee or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to other party (including any such Ground Lease or purchaser at a foreclosure sale) shall succeed to the lien interest of Landlord by reason of the exercise of any Mortgagee’s rights under its mortgage (or the acceptance of voluntary conveyance in lieu thereof) then such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage successor may, by notice in writing at its option, to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or be exercised by the surrender thereof, whether voluntary, involuntary or by operation giving of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn written notice to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord its desire so to do (which shall have failed to cure such default be within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt such expiration or sooner termination) succeed to the interest of notice thereof within which to cure Landlord under this Lease; and in such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cureevent, Tenant shall have no right to, attorn to such successor and shall not, terminate ipso facto be and become bound directly such successor in interest to Landlord to perform and observe all the Tenant’s obligations under this Lease on account without the necessity of defaultthe execution of any further instrument. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights Within fifteen (15) days of Landlord’s written request therefor, nor Tenant shall this Lease execute and deliver to Landlord any so-called “Subordination, Non-Disturbance and Attornment Agreement” that Landlord’s lender may require, which document shall be canceled or surrendered, without in the prior written consent, in each instance, of any ground lessor or mortgageeform required by such lender.
Appears in 1 contract
Subordination. Except as set forth in that certain Subordination, Non- ------------- Disturbance and Attornment Agreement to be executed by Landlord, Landlord's lender and Tenant, a copy of which is attached hereto and incorporated herein as Exhibit I, without the necessity of any additional document being executed by --------- Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinbona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder under this Lease and this Lease shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing and except as set forth in the Non-Disturbance, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, as set forth in the Non-Disturbance, attorn to and become the Tenant of the Project, and successor in interest to all advances made or hereafter to be made upon the security thereofLandlord, provided that any such subordination at all times shall be subject to the right of Tenant to remain successor in possession interest will not disturb Tenant's use, occupancy or quiet enjoyment of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under of the terms and provisions of this Lease. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and deliver such instruments subordinating acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground leases or to underlying leases or the lien of any such Mortgage as may mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. It is further agreed that Tenant shall be requested in writing by liable to Landlord, and shall indemnify Landlord from time and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of Tenant to time and Tenant agrees to return execute or deliver to Landlord any such instrument fully executed within ten (10) days additional documents. Tenant's agreement to subordinate this Lease to any future ground or underlying lease or any future deed of receipt thereof by Tenant. Notwithstanding anything trust or mortgage pursuant to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event foregoing provisions of the cancellation Section 17 is conditioned upon Landlord delivering to Tenant from the lessor under such future ground or termination of any such Ground Lease described above in accordance with its terms underlying lease or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered such mortgage or certified maildeed of trust, a copy of any notice of default served upon Landlord by non- disturbance agreement agreeing, among other things, that Tenant, provided that prior 's right to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) possession of the address Premises pursuant to the terms and conditions of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord this Lease shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and disturbed provided Tenant is diligently pursuing the remedies necessary to cure such not in default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate under this Lease on account of default. This Lease may not be modified or amended so as to reduce beyond the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeapplicable notice and cure periods hereunder.
Appears in 1 contract
Samples: Lease Agreement (Shoe Pavilion Inc)
Subordination. Landlord may execute and deliver 15. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any (so long as there exists a non disturbance agreement of Tenant conditioned upon Tenant's attornment thereof): (a) all ground lease of leases or underlying leases which may now exist or hereafter be executed affecting the Land or Building, the land upon which the Building or bothany common areas are situated, and (b) the lien or interest of any mortgage or deed to secure debt which may now exist or hereafter existing and all amendmentsbe executed in any amount for which said Building, renewals and modifications thereto and extensions thereofland, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security Landlord shall have the right to the lien of any Mortgage now subordinate or hereafter encumbering any portion of the Project, and to all advances made or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees such liens or interests of mortgages or deeds to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage secure debt to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed to secure debt is foreclosed or a conveyance in lieu of the cancellation or termination of foreclosure is made for any such Ground Lease described above in accordance with its terms or by the surrender thereofreason, whether voluntaryTenant shall, involuntary or by operation of lawnotwithstanding any subordination, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize become the Tenant of the successor in interest to Landlord at the option of such ground lessor, mortgagee or purchaser successor in foreclosure as Tenant's landlord under this Leaseinterest. Tenant agrees to execute such non-disturbance and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give attornment agreements as the holder of any Mortgage, by registered mortgage or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior deed to such notice Tenant has received notice (by way of service secure debt on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request thereforBuilding may reasonably require. Tenant further covenants and agrees that if to execute and deliver, upon demand by Landlord shall have failed to cure such default within and in the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) daysform requested by Landlord, any mortgagee has commenced and is diligently pursuing additional documents evidencing the remedies necessary to cure such default (including but not limited to commencement priority or subordination of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other with respect to any material extent such ground leases or underlying leases or the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, lien of any ground lessor such mortgage or mortgageedeed to secure debt. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such documents in the name and on behalf of Tenant.
Appears in 1 contract
Samples: Office Lease Agreement (Ultimate Software Group Inc)
Subordination. Landlord may execute and deliver a mortgage or trust deed in The Originator shall have the nature of a mortgage (both sometimes hereinafter referred right to as "Mortgage") against the Buildingreceive, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder SPE shall be and are hereby made expressly subject and subordinate at all times to make, any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals payments and modifications thereto and extensions thereof, or prepayments relating to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances loans made or hereafter to be made upon the security thereofunder this Subordinated Note, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Termthat, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease giving effect to any such Ground Lease payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Receivables Purchase Agreement) owned by the SPE at such time exceeds the sum of (i) the Aggregate Unpaids (as defined in the Receivables Purchase Agreement) outstanding at such time under the Receivables Purchase Agreement, plus (ii) the aggregate outstanding principal balance of all loans made under this Subordinated Note. The Originator hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, the Originator shall be subordinate in right of payment to the lien prior payment of any indebtedness or obligation of the SPE owing to Wxxxx Fargo Bank, National Association, as the Administrative Agent (together with its successor and assigns in such Mortgage as may be requested in writing by Landlord capacity, the “Administrative Agent”) or the Purchasers from time to time party thereto (the “Purchasers”) under that certain Receivables Purchase Agreement, dated as of December 19, 2022 (as amended, restated, supplemented or otherwise modified from time to time, the “Receivables Purchase Agreement”) by and Tenant agrees to return to Landlord among the SPE, MSC Industrial Direct Co., Inc. a New York corporation, as the Master Servicer, the Purchasers and the Administrative Agent. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Administrative Agent, the Purchasers and/or any of their successors or permitted assignees (collectively, the “Senior Claimants”) under the Receivables Purchase Agreement. Until the date on which the “Aggregate Capital” outstanding under the Receivables Purchase Agreement has been repaid in full and all other obligations of the SPE and/or the Master Servicer thereunder and under the “Fee Letter” referenced therein (all such instrument fully executed within ten (10obligations, collectively, the “Senior Claim”) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage mayhave been indefeasibly paid and satisfied in full, by notice in writing its acceptance hereof, the Originator shall be deemed to Tenant, subordinate its Mortgage to this Lease. In have agreed not institute against the event SPE any proceeding of the cancellation type described in Section 10.01(j) or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise10.01(k) of the address Receivables Purchase Agreement. Should any payment, distribution or security or proceeds thereof be received by the Originator in violation of this Section 4, such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, received and held in trust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Administrative Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 1 contract
Samples: Receivables Sale Agreement (MSC Industrial Direct Co Inc)
Subordination. Landlord may execute Subject to the terms hereof, each of the Subordinating Creditors hereby subordinates and deliver a mortgage or trust deed defers, to the extent and in the nature manner set forth herein, the payment (including, without limitation, in any Insolvency Proceeding (as defined herein)) of a mortgage any and all Indebtedness which may be now or hereafter owing by any Applicable Debtor to any such Subordinating Creditor (both sometimes whether by reason of subrogation rights of such Subordinating Creditor or otherwise) as may be evidenced by any promissory notes and/or any other documents, instruments or agreements now or hereafter executed and delivered by any Applicable Debtor to any Subordinating Creditor (all such amounts, notes, documents, instruments, and agreements being hereinafter referred to as "Mortgage"the “Subordinated Debt”) against to the Building, the Project or prior payment and satisfaction in full in cash of any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall all Senior Debt which may be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter owing to the Lender Group by the Applicable Debtors. “Senior Debt”, as used herein, shall mean any and all Obligations (as defined in the Loan Agreement), including, without limitation, any and all now existing and all amendmentsfuture indebtedness, renewals and modifications thereto and extensions thereofobligations or liabilities of the Applicable Debtors under the Loan Agreement to the Lender Group, whether direct or indirect, absolute or contingent, secured or unsecured, arising under, or to in connection with, the lien of Loan Agreement or any Mortgage now or hereafter encumbering other Loan Documents (including, without limitation, any portion guaranty executed in connection therewith) in favor of the ProjectLender Group, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession as each of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as foregoing may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinamended, any mortgagee under a Mortgage maymodified, by notice in writing to Tenantwaived, subordinate its Mortgage to this Lease. In the event of the cancellation supplemented, extended, renewed, deferred, refinanced or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereofrestated, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement law or otherwise, including any and all expenses (including, without limitation, reasonable attorneys’ fees and disbursements), premiums, fees and charges incurred in connection therewith and any interest thereon, including, without limitation, any post-petition interest accruing on such Senior Debt after any Applicable Debtor becomes subject to an Insolvency Proceeding (whether or the commencement not such interest is allowable or enforceable against such Applicable Debtor or recoverable against such Applicable Debtor or its bankruptcy estate), whether by means of airy judicial action seeking such foreclosurean adequate protection payment or otherwise. Senior Debt shall also include all indebtedness, Tenant, at the request obligations and liabilities of the new landlordApplicable Debtors to repay any amounts previously paid by the Applicable Debtors pursuant to the Loan Agreement, shall attorn which amounts have been returned to and recognize such ground lessor, mortgagee the Applicable Debtors or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, a trustee by the Lender Group pursuant to Sections 547 or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) 548 of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing United States Bankruptcy Code or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any otherwise under other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeapplicable legislation.
Appears in 1 contract
Samples: Loan and Security Agreement (Mercator Software Inc)
Subordination. Landlord Subject to the provision of Paragraph 10.2, this Lease is, and all of Tenant's rights hereunder are subject and subordinate to any ground or underlying lease that now exists, or may execute hereafter be placed on the Building or any part thereof, and deliver a mortgage subject to the provisions of Paragraph 10.2, the same shall be subject and subordinate to any mortgages or deeds of trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against that now exist or may hereafter be placed upon the Building, the Project or any interest thereinpart thereof, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendmentsadvances to be made thereunder, renewals and modifications thereto to the interest thereon, and all renewals, replacements, modifications, consolidations and extensions thereof. Subject to the provisions of Paragraph 10.2, Tenant will attorn to and recognize the lessee or the transferee of lessee's interest under any such ground or underlying lease, or to the lien purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage now such mortgage or hereafter encumbering any portion deed of trust, as the case may be, as Landlord under this Lease for the balance then remaining of the ProjectTerm, and subject to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the TermLease, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as and Tenant is not in default under this Lease. Tenant agrees to shall execute and deliver whatever instrument may reasonably be required to acknowledge such instruments subordinating this Lease subordination and agreement to any such Ground Lease or attorn in recordable form. In the event that Tenant fails to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord execute any such instrument fully executed within ten (10) days after Landlord's written request, then Landlord shall have the right to give Tenant a second written notice which states that if Tenant fails to execute and deliver such certificate within ten (10) days after its receipt of receipt thereof by such second notice, Landlord shall have the right to sign such certificate on Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to 's behalf as Tenant, subordinate its Mortgage to this Lease's attorney-in-fact. In the event of the cancellation or termination that Tenant fails to execute any such instrument within ten (10) days after its receipt of any such Ground Lease described above in accordance with second notice, then Tenant shall be deemed to have appointed Landlord as its terms attorney- in-fact for the sole purpose of executing such certificate. Subject to the provisions of Paragraph 10.2, any mortgagee or by the surrender thereof, whether voluntary, involuntary trustee under any such mortgage or by operation deed of law, or by summary proceedingstrust, or the foreclosure of lessor under any such Mortgage ground or underlying lease, may elect that this Lease shall have priority over its mortgage, deed of trust or lease, and upon notification of such election by voluntary agreement such mortgagee, trustee or otherwiselessor to Tenant, this Lease shall be deemed to have priority over said mortgage, deed of trust or ground or underlying lease whether this Lease is dated prior to, or subsequent to the commencement date of airy judicial action seeking such foreclosuresaid mortgage, Tenantdeed of trust or lease, at the request of the new landlordand Tenant covenants and agrees, shall attorn to and recognize such ground lessorby its execution thereof, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver an instrument or instruments so providing, in recordable form, at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, so requested by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Subordination. Landlord may execute and deliver Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing and be executed affecting all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, (ii) the Parking REA, the Initial CC&Rs, any other CC&Rs or other Encumbrances currently in effect or that Landlord may enter into in the future, and to all advances made (iii) the lien of any mortgage or deed of trust which may now exist or hereafter to be made upon executed in any amount for which all or any portion of the Project, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security thereof(any of the foregoing, a "Mortgage", and the beneficiary or mortgagee under any of the foregoing, a "Mortgagee") provided that any such subordination at all times this Lease shall not be subject or subordinate to any ground or underlying lease or to any Mortgage, unless the right of Tenant to remain in ground lessor or Mortgagee executes a reasonable recognition and non-disturbance agreement which provides that neither this Lease, nor Tenant's rights nor Tenant's possession of the Premises under on the terms and conditions of this Lease for will be disturbed during the Term (including any Extension Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, ) so long as Tenant is not in default Default under any of the terms, covenants, conditions or agreements of this Lease. Tenant agrees Notwithstanding the foregoing, Landlord shall have the right to execute and deliver such instruments subordinating this Lease subordinate or cause to be subordinated any such Ground Lease ground leases or to the lien of underlying leases or any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage Mortgages to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any Mortgage is foreclosed or a conveyance in lieu of the cancellation or termination of foreclosure is made for any such Ground Lease described above in accordance with its terms or by the surrender thereofreason, whether voluntaryTenant shall, involuntary or by operation of lawnotwithstanding any subordination, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize become the Tenant of the successor in interest to Landlord at the option of such ground lessor, mortgagee or purchaser successor in foreclosure as Tenant's landlord under this Leaseinterest. Tenant covenants and agrees to execute and deliver upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, any customary additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such Mortgage, which documents may, at any time upon request of such ground lessor's or Mortgagee's request, provide, without limitation, that the ground lessor, mortgageeMortgagee and/or any person acquiring title by reason of a foreclosure sale or an exercise of a power of sale or by deed expressly in lieu of foreclosure shall not: (i) have any liability for any act, purchaseromission, default or their successors, breach by Landlord under this Lease occurring prior to the time of such acquisition by such Mortgagee or person; (ii) be subject to any instrument to further evidence such attornment. claim or offset which Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon may have had against Landlord by Tenant, provided that which arose prior to such notice foreclosure, trustee sale or deed-in-lieu, except for the obligation to fund any portion of the Tenant has received notice Allowance, which shall be the continuing obligation of any subsequent landlord under this Lease; (iii) be bound by way any payment of service on Rent or any part thereof more than one month in advance; (iv) be bound by any amendment or modification to this Lease made after Tenant enters into any such subordination and non-disturbance agreement with such Mortgagee and without the written consent of such Mortgagee; (v) be obligated for the return of any security deposit or other thing of value now or hereafter given to Landlord to secure the performance by Tenant of a copy its obligations under this Lease or any one or more of an assignment such obligations, except to the extent such security deposit or thing of rents and leasesvalue has been received by such Mortgagee or person; (vi) be required to perform, or otherwise) liable for the failure to perform, the obligations of Landlord with respect to the construction of the address Base Building (provided that Tenant shall have the rights under Section 2(e)); and (vii) be obligated to perform any repair or restoration of the Project required as a result of any damage, destruction or condemnation, except to the extent that such Mortgagee or other person owns the portion of the Project damaged or condemned and insurance proceeds or condemnation awards received by such Mortgagee or person are sufficient to fully pay the cost of such mortgagee repair or restoration.. Tenant shall execute, deliver and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure record any such default documents within the time provided for in this Lease, then said mortgagee shall have an additional thirty ten (3010) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageerequest.
Appears in 1 contract
Samples: Lease Agreement (Broadcom Corp)
Subordination. Landlord may execute Without the necessity of any additional document being executed by Lessee for the purpose of effecting a subordination, and deliver a mortgage or trust deed in at the nature election of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Lessor or any interest thereinbona fide mortgagee or dead of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to the land of which the Premises are a part, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion of amount for which the ProjectBuilding, and to all advances made the Lot, ground leases or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgageunderlying leases, or after termination Lessor's interest or estate in any of said Ground Lease or foreclosure of items is specified as security. Notwithstanding the Mortgage foregoing, Lessor or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaseror any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Lessee shall, notwithstanding any subordination and upon the request of such successor to Lessor, attorn to and become the Lessee of the successor in interest to Lessor, provided such successor in interest will not disturb Lessee's use, occupancy or their successorsquiet enjoyment of the Premises so long as Lessee is not in default of the terms and provisions of this Lease. The successor in interest to Lessor following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Lessee might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Lessee for any Security Deposit not actually received by such successor in interest. Lessee covenants and agrees to execute (and acknowledge if required by Lessor, any instrument lender or ground lessor) and deliver, within five (5) days of a demand or request by Lessor and in the form requested by Lessor, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination or this Lease with respect to further evidence any such attornment. Tenant agrees to give ground leases or underlying leases or the holder lien of any Mortgagesuch mortgage or deed of trust. Lessee's failure to timely execute and deliver such additional documents shall, by registered at Lessor's option, constitute a material default hereunder. It is further agreed that Lessee shall be liable to Lessor, and shall indemnify Lessor from and against any loss, cost, damage or certified mailexpense, a copy of any notice of default served upon Landlord by Tenantincidental, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leasesconsequential, or otherwise) , arising or accruing directly or indirectly, from any failure of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed Lessee to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which execute or deliver to cure such default or, if such default cannot be cured within that time, then Lessor any such additional time documents. Lessee hereby irrevocably appoints Lessor as may be necessaryattorney-in-fact of Lessee, ifwhich appointment is coupled with an interest, within to execute, deliver and record any such thirty (30) days, any mortgagee has commenced documents in the name and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement on behalf of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeLessee.
Appears in 1 contract
Samples: Lease Agreement (Bikers Dream Inc)
Subordination. Landlord may execute and deliver Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to: (a) all ground leases or underlying leases which may now exist affecting the Premises and a correct copy thereof shall have been provided to Tenant prior to the execution of this Lease, and (b) any mortgage or deed of trust which may now exist or hereafter be placed upon the Premises, any advances made on the security thereof and any renewals, modifications, consolidations, replacements or extensions thereof, whenever made or recorded. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such mortgages or deeds of trust to this Lease on notice to Tenant. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the Land or successor-in-interest to Landlord at the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien option of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereofsuch successor-in-interest, provided that any Tenant shall have no claim against such subordination at all times shall be subject successor-in-interest arising from Landlord’s acts or omissions occurring prior to the right of Tenant to remain such termination, foreclosure or conveyance in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Leaselieu thereof. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within Within ten (10) business days of receipt thereof after request by Tenant. Notwithstanding anything to the contrary contained hereinLandlord, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, Tenant shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request additional documents evidencing Tenant’s attornment or the subordination of this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form requested by Landlord or by any ground lessor, mortgagee, purchaseror beneficiary under a deed of trust; however, or their successors, any instrument failure of Tenant to further evidence timely provide such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord documents shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account an event of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease is and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to the following (each, a "MORTGAGE"): (a) any ground or underlying lease of the Land or the Building or bothProperty, now or hereafter existing existing, and all amendments, renewals and modifications thereto to any such lease; and extensions thereof, or to (b) the lien of any Mortgage mortgage or trust deed now or hereafter encumbering any portion of fee title to the Project, and to all advances made or hereafter to be made upon Property and/or the security thereof, provided that leasehold estate under any such subordination at all times shall be subject lease; provided, that as a condition to the right of Tenant to remain in possession of the Premises subordinating its rights and interests under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any future Mortgage, Tenant shall be entitled to require the Mortgagee to enter into a subordination, non-disturbance and attornment agreement (a "SNDA") with Tenant, which SNDA shall be in the customary form used by such Ground Lease Mortgagee. If any such mortgage or trust deed is foreclosed, or if any such lease is terminated, upon request of the mortgagee, holder or lessor, as the case may be (each, a "MORTGAGEE"), Tenant will attorn to the purchaser at the foreclosure sale or to the lien of any lessor under such Mortgage lease, as the case may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenantbe. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage mayMortgagee may subordinate, in whole or in part, its mortgage, trust deed or lease (as the case may be) to this Lease by sending Tenant notice in writing to Tenantsubordinating such mortgage, subordinate its Mortgage trust deed or lease to this Lease. In the event of the cancellation or termination of The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request at any time by any such Ground Lease described above in accordance with its terms Mortgagee (or by the surrender thereofany purchaser at foreclosure), whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of a SNDA to confirm such ground lessorsubordination, mortgagee, purchaser, or their successors, any instrument to further evidence such non-disturbance and attornment. Tenant's failure to execute and deliver a SNDA within ten (10) days after written request from Landlord shall automatically constitute Tenant's acknowledgement and agreement that this Lease is subordinate (or superior as the case may be) to the Mortgage identified in the SNDA submitted by Landlord to Tenant. Landlord represents and warrants to Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) as of the address date of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing no Mortgage encumbers the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeProperty.
Appears in 1 contract
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, unless requested by Landlord may execute or its mortgagee, and deliver at the election of Landlord or any mortgagee with a mortgage lien on the Building or trust deed in the nature of a mortgage (both sometimes hereinafter referred any ground lessor with respect to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (a) all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to (b) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, land, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security. Notwithstanding the Projectforegoing, and Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon the security thereof, provided that subordinated any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease ground leases or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage underlying leases or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of the cancellation trust is foreclosed or termination a conveyance in lieu of foreclosure is made for any such Ground Lease described above in accordance with its terms or reason, Tenant shall, if requested by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser beneficiary, as applicable, attorn to and become the Tenant of the successor in foreclosure interest to Landlord and, in such event, Tenant’s right to possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant's landlord under Tenant shall pay the rent and all other amounts required to be paid to Landlord pursuant to the terms hereof and observe and perform all of the provisions of this Lease, unless the Lease is otherwise terminated pursuant to its terms. Tenant covenants and agrees to execute and deliver at deliver, upon demand by Landlord and in the form requested by Landlord, any time upon request additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust, and Tenant hereby appoints Landlord as its attorney- in-fact for purposes of execution, acknowledgement and delivery of such ground lessordocuments for Tenant and on its behalf should Tenant fail or refuse to provide same in accordance with its obligations hereunder. Should Tenant fail to execute, mortgagee, purchaser, or their successors, acknowledge and deliver any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default documents within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without curereceipt, Tenant shall have no right tobe in default, and shall notLandlord may, at Landlord’s option, terminate this Lease provided written notice of such termination is received by Tenant prior to Landlord’s receipt of such documents. Without limiting the foregoing, Landlord shall also be entitled to impose a penalty on account Tenant for Tenant’s delay in providing such documents not to exceed One Hundred Dollars ($100.00) per day for each day of default. This Lease may not such delay after expiration of the aforementioned 10-business day period and such per diem penalty shall be modified or amended so as to reduce the deemed a part of Tenant’s rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall under this Lease and shall be canceled or surrendered, without the prior written consent, in each instance, payable to Landlord with Tenant’s next due installment of any ground lessor or mortgageerent hereunder.
Appears in 1 contract
Samples: Office Lease
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at to all times to any present and future ground lease or underlying leases of the Land or the Building or both, now or hereafter existing Project and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage mortgage, trust deed or other encumbrances now or hereafter encumbering in force against the Building or Project or any portion of the Projectpart thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security thereofof such mortgages or trust deeds, provided unless the holders of such mortgages, trust deeds or other encumbrances (collectively, "LIENHOLDERS"), or the lessors under such ground lease or underlying leases require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant's foregoing agreements concerning subordination at all times of this Lease shall be subject to, in each case, Landlord's obtaining from any such lienholder or lessor, and delivering to Tenant a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in commercially reasonably form and substance (provided, however, that such form shall in no way affect the Term or Rent under this Lease or otherwise materially, adversely diminish the rights or increase the obligations of Tenant hereunder) whereby such executing party shall agree not to disturb the tenancy of the Tenant under, and pursuant to the right of Tenant to remain in possession of the Premises under the terms of of, this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretoLease, so long as Tenant is shall not be in default under this Lease. Tenant agrees hereunder after any applicable notice and opportunity to execute cure, and shall agree to attorn to said lienholder or lessor and to execute, acknowledge and deliver any reasonable instrument that has for its purpose and effect the confirmation of such instruments subordinating subordination, non-disturbance and attornment or superiority of this Lease to any such Ground Lease mortgages, trust deeds, ground leases or underlying leases in accordance with the TCCs of this ARTICLE 18. Tenant shall execute and deliver to Landlord, at the lien of any such Mortgage as may be requested in writing by Landlord from time to time it executes this Lease, and Tenant agrees to return to Landlord any such instrument fully executed within thereafter, upon ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinadvance written request, any mortgagee under SNDA that Landlord may reasonably require on a Mortgage maycommercially reasonable, recordable form as required by notice the applicable lienholder or ground lessor, subject to any reasonable revisions requested by Tenant and acceptable to such lienholder. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation any foreclosure proceeding or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageesale.
Appears in 1 contract
Samples: Office Lease (3com Corp)
Subordination. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord may execute and deliver or any mortgagee of beneficiary with a mortgage deed of trust encumbering the Premises, or trust deed in the nature any lessor of a mortgage (both sometimes hereinafter referred ground or underlying lease with respect to as "Mortgage") against the BuildingPremises, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall will be and are hereby made expressly subject and subordinate at all times to any to: (i) all ground lease of the Land leases or the Building or both, now underlying leases which may not exist or hereafter existing be executed affecting the Premises; and all amendments, renewals and modifications thereto and extensions thereof, or to (ii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed for which the Premises, or Landlord's interest and estate in any portion of the Projectsaid items, and to all advances made or hereafter to be made upon the security thereof, is specified as security; provided that Tenant receives a commercially reasonable non-disturbance agreement from the respective lessor, mortgagee or beneficiary. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such subordination ground lease or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at all times shall be subject the election of Landlord's successor in interest, Tenant agrees to attorn to and become the tenant of such successor in which event Tenant's right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and agrees to execute and deliver such instruments subordinating deliver, upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or subordination of this Lease and Tenant's attornment agreement with respect to any such Ground Lease ground lease or to underlying leases or the lien of any such Mortgage as may be requested in writing by Landlord from time mortgage or deed of trust. If Tenant fails to time sign and Tenant agrees to return to Landlord any such instrument fully executed documents within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without curereceipt, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not will be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageedefault hereunder.
Appears in 1 contract
Samples: Industrial Lease (Cutter & Buck Inc)
Subordination. Landlord may execute This Lease is expressly made subject and deliver a mortgage subordinate to any mortgage, deed of trust, ground lease, underlying lease or trust deed in like encumbrance affecting any part of the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Property or any interest therein, including a ground lease thereof of Landlord therein which is now existing or hereafter executed or recorded ("Ground LeaseEncumbrance") ); provided, however, that such subordination shall only be effective, as to future Encumbrances, if the holder of the Encumbrance agrees that this Lease shall survive the termination of the Encumbrance by lapse of time, foreclosure or otherwise and sell and leaseback the Land. This Lease and such holder agrees to recognize the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the TermLease, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, all so long as Tenant is not in default under this LeaseLease beyond any applicable notice and cure period. Provided the conditions of the preceding sentence are satisfied, Tenant agrees to shall execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed Landlord, within ten (10) days of receipt thereof after written request therefor by Tenant. Notwithstanding anything to the contrary contained hereinLandlord and in a form reasonably requested by Landlord, any mortgagee under a Mortgage may, by notice in writing additional documents evidencing the subordination of this Lease with respect to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by Encumbrance and the surrender thereof, whether voluntary, involuntary or by operation nondisturbance agreement of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered such Encumbrance. If the interest of Landlord in the Project is transferred pursuant to or certified mail, a copy in lieu of proceedings for enforcement of any notice of default served upon Landlord by TenantEncumbrance, provided that prior Tenant shall immediately and automatically attorn to such notice the new owner, and this Lease shall continue in full force and effect as a direct lease between the transferee and Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents the terms and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for conditions set forth in this Lease. Landlord represents and warrants to Tenant that as of the Executed Lease Delivery Date, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and there is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of no Encumbrance on Landlord's bankruptcy. Until interest in the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeProperty.
Appears in 1 contract
Samples: Lease Agreement (3do Co)
Subordination. Landlord may execute This Lease is expressly made subject to and deliver a mortgage is subordinate to all current or trust deed in future mortgages and liens upon the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project Premises or any interest thereinpart thereof by Landlord or its successors, including a ground lease thereof ("Ground Lease") purchasers or transferees, and sell any and leaseback all renewals, modifications, and extensions thereof. It is specifically understood and agreed by the Land. This parties hereto that this Lease and the rights of Tenant all rights, privileges, and benefits hereunder are and shall be and are hereby made expressly subject and subordinate at all times subject to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or subordinate to the lien of any Mortgage now or hereafter encumbering any portion and all mortgages and the accompanying documents executed by Landlord on behalf of the Project, and to all advances made or hereafter to be made upon the security thereof, provided that any such Premises. The foregoing subordination at all times shall be subject to the right self-operative and no further instruments of subordination shall be necessary; provided, however, that Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at upon the request of the new landlordholder or proposed holder of a deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises (a "Mortgagee"), execute and deliver a subordination, non-disturbance and attornment agreement subordinating Tenant's interest hereunder or Tenant's leasehold interest in the Premises to any such deed of trust, mortgage or other lien or security interest in confirmation and furtherance of and in addition to the foregoing subordination provisions of this Section 10 and containing the following: (i) the agreement of Tenant that Tenant shall attorn to and recognize such ground lessorMortgagee (or the purchaser) upon a foreclosure sale or sale under a power of sale contained in such Mortgagee's deed of trust, mortgagee mortgage or purchaser other lien or security interest encumbering Landlord's interest in foreclosure the Premises, or a conveyance by a deed-in-lieu of foreclosure, as Tenant's landlord the case may be, as Landlord under this Lease for the balance of the Term, subject to all of the terms and provisions of this Lease. Tenant agrees to execute ; and deliver at any time upon request (ii) the agreement of such ground lessorMortgagee that, mortgagee, purchaser, or their successors, so long as no Event of Default by Tenant exists hereunder (beyond any instrument to further evidence such attornment. period given Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within default), this Lease and the time provided for leasehold estate hereby created shall not be extinguished or terminated, and the rights hereunder of Tenant will not be disturbed, by any such foreclosure sale, sale under a power of sale, or conveyance by a deed-in-lieu of foreclosure, as the case may be, under such Mortgagee's deed of trust, mortgage or other lien or security interest encumbering Landlord's interest in the Premises. Notwithstanding any provision in this LeaseLease to the contrary, then said mortgagee shall have an additional thirty Tenant's obligation to execute a subordination agreement is subject to the terms and conditions set forth in LEASE – UTMB- 000 XXXXXXX XXX#000000 – Doc# 3380565v1 Paragraph 3 of Addendum 1 hereto. IN THE EVENT THAT, AT THE EFFECTIVE DATE OF THIS LEASE, THERE EXISTS ANY UNRELEASED MORTGAGE OR FINANCING LIEN UPON THE PREMISES OR ANY PART THEREOF, THEN AS A PREREQUISITE TO TENANT'S EXECUTION OF THIS LEASE, THE LANDLORD SHALL CAUSE THE HOLDER OF EACH SUCH MORTGAGE OR FINANCING LIEN TO PROVIDE TO TENANT A PROPOSED SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT (30) days after receipt of notice thereof within which to cure such default orEACH AN "SNDA"), if such default cannot be cured within that timeINCLUDING TERMS AND CONDITIONS REASONABLY ACCEPTABLE TO TENANT, then such additional time as may be necessaryLANDLORD, ifAND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN, within such thirty (30) daysFOR TENANT'S CONSIDERATION AND SIGNATURE, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedingsSUBJECT TO THE PROVISIONS IN PARAGRAPH 3 OF ADDENDUM 1 HERETO; PROVIDED THAT ANY AND EACH SNDA SHALL BE DATED AND EXECUTED ON BEHALF OF TENANT, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cureLANDLORD, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeAND THE HOLDER OF SUCH MORTGAGE OR FINANCING LIEN SIMULTANEOUSLY WITH THE EXECUTION OF THIS LEASE.
Appears in 1 contract
Samples: Lease Agreement (Carter Validus Mission Critical REIT, Inc.)
Subordination. Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage 18.1.1 Subject to Tenant’s receiving an SNDAA (both sometimes as hereinafter referred to as "Mortgage") against the Buildingdefined), the Project or any interest thereinthis Lease, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder hereunder, are and shall be subordinate to the interests of (i) future ground leases and are hereby made expressly subject and subordinate at master leases of all times to or any ground lease part of the Land Building; (ii) future mortgages and deeds of trust encumbering all or any part of the Building; (iii) future advances made under any such mortgages or deeds of trust; and (iv) all renewals, modifications, replacements and extensions of any such future ground leases, master leases, mortgages and deeds of trust (collectively, “Security Documents”) which hereafter constitute a lien upon or affect the Project, the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any Mortgage now additional document for the purpose of evidencing or hereafter encumbering effecting such subordination. In addition, Landlord shall have the right to subordinate or cause to be subordinated any portion such Security Documents to this Lease and in such case, in the event of the Project, and to all advances made termination or hereafter to be made upon transfer of Landlord’s estate or interest in the security thereof, provided that Project by reason of any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Mortgage or any sale pursuant thereto, Tenant of the successor in interest to Landlord so long as Tenant is not in default under this Leaseprovided a commercially reasonable subordination non-disturbance and attornment agreement (an “SNDAA”). Furthermore, Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed shall within ten (10) days of receipt thereof demand therefor execute any commercially reasonable instruments or other documents which may reasonably be required by Landlord or the holder (“Holder”) of any Security Document which does not materially impair Tenant’s rights under this Lease or materially increase Tenant’s liabilities, and specifically shall execute, acknowledge and deliver within ten (10) business days of demand therefor a subordination of lease or subordination of deed of trust, in the commercially reasonable form required by the Holder of the Security Document requesting the document, provided such document does not materially impair Tenant’s rights under this Lease or subject Tenant to materially increased liabilities; the failure to do so by Tenant within such time period shall be a material default hereunder. Notwithstanding anything Such instruments may contain, among other things, provisions to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any effect that such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure beneficiary (hereafter, for the purposes of this Section 18.1, a “Successor Landlord”) shall (a) not be liable for any act or omission of Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease (provided that the Successor Landlord shall remain obligated to cure any defaults of Landlord that remain outstanding (as Tenant's landlord a continuing default) at the time of transfer); (b) not be subject to any offsets or defenses which Tenant might have been able to assert against Landlord or its predecessors, if any, prior to the date of such Successor Landlord’s succession to Landlord’s interest under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give ; (c) not be liable for the holder return of any Mortgage, by registered or certified mail, a copy security deposit under this Lease unless the same shall have actually been deposited with such Successor Landlord; and (d) be entitled to receive notice of any notice of Landlord default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of under this Lease plus the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed same opportunity to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which as Landlord prior to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, Tenant having any mortgagee has commenced and is diligently pursuing the remedies necessary right or ability to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account as a result of such Landlord default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgagee.
Appears in 1 contract
Samples: Office Lease (Capitalsource Inc)
Subordination. Landlord may execute hereby represents and deliver warrants to Tenant that, as of the date of this Lease, (a) there is no deed of trust, mortgage, or other financial instrument representing indebtedness of the owner encumbering the real property underlying the Building, and (b) there is no superior lease or ground lease affecting all or any portion of the Premises. At the written request of Landlord or any mortgagee of a mortgage or trust deed in the nature a beneficiary of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project deed of trust hereafter encumbering all or any interest thereinportion of the Premises, including a or any lessor of any ground or master lease thereof ("Ground Lease") and sell and leaseback hereafter affecting all or any portion of the Land. This Premises, this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any such ground lease of the Land or the Building or both, now or hereafter existing master leases (and all amendments, renewals such extensions and modifications thereto thereof), and extensions thereof, or to the lien of such mortgages and deeds of trust (as well as to any Mortgage now or hereafter encumbering any portion of the Project, advances made thereunder and to all advances made or hereafter to be made upon the security renewals, replacements, modifications and extensions thereof, ); provided that as a condition precedent to the subordination of this Lease to any such subordination at all times future ground or master lease or the lien of any mortgage, deed of trust or other encumbrance on the title of the real property underlying the Building, Landlord shall be subject to obtain for the right benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement ("SNDA) from the lessor or lender of such future instrument in form and substance reasonably satisfactory to remain Tenant; provided further, however, no subordination of this Lease to a future ground or master lease or mortgage or deed of trust shall result in Tenant being disturbed in its possession of the Premises or in the enjoyment of its rights under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as no Event of Default has occurred and is continuing. In the event that any ground or master lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant is not in default shall attorn to and become the tenant of such successor under all of the terms and conditions of this Lease. Tenant hereby waives its rights under any current or future Law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any such foreclosure proceeding or sale. Subject to the foregoing, Tenant covenants and agrees to execute and deliver such instruments subordinating to Landlord within ten (10) business days after receipt of written demand by Landlord and in the form reasonably mutually agreeable to the parties, any additional documents evidencing the priority or subordination of this Lease with respect to any such Ground Lease ground or to master lease or the lien of any such Mortgage as may be requested in writing by Landlord from time mortgage or deed of trust or Tenant's agreement to time attorn. Should Tenant fail to sign and Tenant agrees return or provide corrections to return to Landlord any such instrument fully executed documents within said ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without curebusiness day period, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid in default hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, benefit of any ground lessor additional notice or mortgageecure periods specified in Section 22.1 above.
Appears in 1 contract
Samples: Single Tenant Lease (Biocept Inc)
Subordination. This Lease shall be subordinate to the Master Lease and to all renewals, modifications and extensions thereof. Further, at the option of Landlord may execute and deliver or any lender of Landlord's that obtains a mortgage or trust deed security interest in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be either superior or subordinate to all ground or underlying leases, mortgages and are hereby made expressly subject and subordinate at all times to any ground lease deeds of trust, if any, which may hereafter affect the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the ProjectBuilding, and to all advances made or hereafter to be made upon renewals, modifications, consolidations, replacements and extensions thereof. Notwithstanding the security thereof, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant theretoforegoing, so long as Tenant is not in default no Event of Default exists under this Lease. Tenant agrees to execute , Tenant's possession and deliver such instruments subordinating quiet enjoyment of the Premises shall not be disturbed and this Lease to any such Ground Lease sxxxx xot terminate in the event of termination of the Master Lessor or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation ground or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedingsunderlying lease, or the foreclosure of any such Mortgage mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. Tenant shall execute and deliver any subordination documents or agreements requested by voluntary agreement Landlord, Master Lessor or otherwisesuch lessor or lender which provide Tenant with the non-disturbance protections set forth in this Section. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, upon written request of Landlord, exxxxxx xxd deliver all instruments as may be required from time to time to subordinate the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust (provided that such instruments include the nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the commencement lien of airy judicial action seeking such foreclosure, Tenant, at the request any mortgage or deed of the new landlord, shall attorn trust to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver that any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be responsible for any time upon request of such ground lessor, mortgagee, purchaser, act or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant omission of a copy of an assignment of rents and leasesprior landlord, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as subject to any offsets or defenses Tenant may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right toagainst a prior landlord, and shall not, terminate this Lease on account of default. This Lease may not be modified liable for the return of the security deposit to the extent it is not actually received by such purchaser or amended so as to reduce the bound by any rent paid hereunder or shorten for more than the Term, or so as to adversely affect current month in any other respect to any material extent which the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeforeclosure occurred.
Appears in 1 contract
Subordination. Landlord may execute and deliver a mortgage or trust deed in Subject to the nature last sentence of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingthis Section 15, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (a) all ground lease of the Land leases or the Building or both, underlying leases which may now exist or hereafter existing and all amendmentsbe executed affecting the Building, renewals and modifications thereto and extensions the Property, or any part thereof, or to and (b) the lien of any Mortgage first mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which said Building, land, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security together with all renewals, modifications, consolidations, participations, replacements, and extensions of any such first mortgage or deed of trust. Notwithstanding the foregoing, Landlord or the holder of any first mortgage or deed of trust (“Holder”) on the Building or the Property or any part thereof shall have the right to subordinate or cause to be subordinated in whole or in part any such ground leases or underlying leases or any such liens to this Lease (but not in respect to priority of entitlement of insurance or condemnation proceeds). In the event that any ground lease or underlying lease terminates for any reason or any first mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the Projectsuccessor in interest to Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, within 15 days of demand therefor by Landlord or the Holder and to all advances made in the form requested by Landlord or hereafter to be made upon the security thereofHolder and reasonably approved by Tenant, provided that any such additional documents evidencing the priority of subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for with respect to any such ground leases or underlying leases or the Termlien of any such mortgage or deed of trust. Notwithstanding the foregoing to the contrary, notwithstanding (a)Tenant shall not be required to subordinate or to execute any default under subordination document with any Holder arising from and after the relevant Ground Lease or Mortgagedate of this Lease, or after termination of said Ground Lease or foreclosure of unless, following Tenant’s written request delivered to Landlord, the Mortgage or any sale pursuant theretoparty seeking such subordination executes a document which includes a commercially reasonable non-disturbance agreement stating substantially that, so long as Tenant is not in default Default under this Lease. Tenant agrees , Tenant’s right to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event possession of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereofPremises shall not be disturbed, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, (b) Tenant shall not be required to attorn to and recognize become the Tenant of any successor in interest to Landlord unless the party seeking such ground lessorattornment exectes a document which includes a commercially reasonable non-disturbance agreement stating substantially that, mortgagee or purchaser so long as Tenant is not in foreclosure as Tenant's landlord Default under this Lease. Tenant agrees , Tenant’s right to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) possession of the address of such mortgagee Premises shall not be disturbed, and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default (c) within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which the execution of this Lease, the Tenant shall receive a subordination, non-disturbance and attornment agreement from State Farm Life Insurance Company (“State Farm”), Landlord’s existing mortgagee, in substantially similar form as that attached hereto as Exhibit “K” (the “SNDA”). Tenant shall have the right to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such negotiate the SNDA in good faith with State Farm for the first thirty (30) daysdays following execution of this Lease; provided, any mortgagee however, that Tenant agrees to accept delivery of the SNDA executed by State Farm in the form attached as Exhibit “K” as satisfaction of Tenant’s requirements to obtain an SNDA from State Farm pursuant to this Section 15. In the event the Tenant does not receive the SNDA (in the form attached in Exhibit “K” or otherwise as negotiated by Tenant) within this thirty (30) day period, the Tenant shall provide the Landlord notice of the same, and in the event the Tenant has commenced and is diligently pursuing not received the remedies necessary SNDA within thirty (30) days following delivery of this notice to cure such default (including but not limited to commencement of foreclosure proceedingsthe Landlord, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no the right to, and shall not, to terminate this Lease by providing written notice to Landlord thereof within five (5) days following the expiration of such second thirty (30) day period. In the event that Tenant fails to timely terminate this Lease in accordance with this Section 15 on account or before the date which is ninety –five (95) days following execution of defaultthis Lease, Tenant’s right to terminate the Lease in accordance with this Section 15 shall lapse and be of no further force and effect. This Lease may not be modified or amended so The Landlord represents and warrants that, to the best of Landlord’s knowledge and as of the date of this Lease, no mortgage, deed to reduce the rent paid hereunder or shorten the Termsecure debt, deed of trust, security deed, or so as the like created by or on behalf of Landlord encumbers the Property except for that certain deed to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageesecure debt held by State Farm.
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Subordination. Landlord may execute Each Subordinated Creditor hereby agrees that any and deliver a all liens on and security interests in the Collateral granted by the Company to such Subordinated Creditor to secure any Subordinated Debt (collectively, the "Levy Liens"), including without limitation those set forth on Exhibit B annexed --------- hereto, is hereby immediately made subordinate and junior to, and postponed in priority and effect to, the liens on and security interests in the Collateral granted by the Company to Tail Wind pursuant to the Collateral Agreements to secure the Senior Debt, all as if Tail Wind's liens on and security interests in the Collateral had been perfected by the recording of mortgages and timely filing of financing statements or by any other legal means prior to the time that any lien or security interest in the Collateral securing Subordinated Debt was perfected and prior to the recording of any mortgage or trust deed filing of any financing statements in connection with the nature Subordinated Debt. Nothing contained in this Agreement or otherwise will in any event be deemed to constitute any holder of a mortgage (both sometimes hereinafter referred Senior Debt the agent of any of the Subordinated Creditors for any purpose nor to as "Mortgage") against create any fiduciary or similar relationship between any such holder of Senior Debt and any of the BuildingSubordinated Creditors. The terms of this Agreement, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease subordination effected hereby and the rights of Tenant hereunder the holder of Senior Debt shall not be and are hereby made expressly subject and subordinate at all times affected by: (a) any amendment of or addition or replacement of or supplement to the Collateral Agreements or any ground lease other instrument or agreement relating to the Senior Debt or securing any of the Land Senior Debt, (b) any exercise or non-exercise of any right, power or remedy under or in respect of the Building Senior Debt or both, now any instrument or hereafter existing and all amendments, renewals and modifications thereto and extensions thereofagreement relating thereto, or to the lien securing any of same, or (c) any waiver, consent, release, indulgence, extension, renewal, modification, delay or other action, inaction or omission in respect of any Mortgage now Senior Debt or hereafter encumbering any portion instrument or agreement relating thereto, or securing any of same, all whether or not the holders of the Project, and to all advances made Subordinated Debt shall have had notice or hereafter to be made upon the security thereof, provided that knowledge of any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Leaseforegoing. Tenant agrees Each Subordinated Creditor hereby authorizes Tail Wind to execute and deliver file on behalf of such instruments subordinating this Lease Subordinated Creditor any and all UCC Financing Statement amendments necessary or desirable to any such Ground Lease or to evidence the lien of any such Mortgage as may be requested in writing subordination contained herein for the Collateral covered by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event Article 9 of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeNew Jersey Uniform Commercial Code.
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Subordination. Without the necessity of any additional subordination document being executed by Tenant, at the election of Landlord may execute and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Building, the Project or any interest thereinmortgagee or beneficiary under a deed of trust which covers the Premises, including or any lessor or a ground or any underlying lease thereof ("Ground Lease") and sell and leaseback with respect to the Land. This Facility, this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to: (i) all ground leases, master leases or underlying leases and covenants, conditions and restrictions, reciprocal easement agreements, and parking agreements relating to the operation, management and development of the Facility which may now exist and provided any such instruments which may be created or modified after the date of this Lease do not materially and adversely impact Tenant's use and enjoyment of the Premises, then this Lease shall be subject and subordinate to any ground lease of such instruments which may hereafter be executed affecting the Land or the Building or bothFacility, now or hereafter existing and all amendments, renewals and modifications thereto renewals, modifications, consolidations, supplements and extensions thereof, or to and (ii) the lien of any Mortgage and all mortgages or deeds of trust which may now exist or hereafter encumbering be executed in any amount or amounts for which the Facility, the Premises, ground leases or underlying leases, or any portion of thereof or Landlord's interest or estate in any such items, is specified as security and to any and all advances made on the Project, security thereof and to all advances made renewals, modifications, consolidations, replacements and extensions thereof and the rights of the parties in all such leases, agreements and instruments (collectively, the "Superior Interests"). Notwithstanding the foregoing, Landlord shall have the unconditional right to subordinate or cause to be subordinated any such Superior Interests which may now exist or hereafter be executed in any amount or amounts for purposes stated hereinabove to be made upon the security thereof, provided that this Lease. If any such subordination Superior Interest shall terminate or be foreclosed upon, for any reason, then, at all times shall be the election of Landlord's successor in interest, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord, subject to the right of Tenant to remain and in possession of the Premises under accordance with the terms of this Lease for the Term, notwithstanding and any default under the relevant Ground Lease or Mortgage, or after termination modifications hereto. The provisions of said Ground Lease or foreclosure of the Mortgage this Section 16.01 shall be self- operative upon any election by Landlord or any sale pursuant theretomortgagee or beneficiary and no further instrument shall be required to give effect to said provisions. Tenant, so long as Tenant is not in default under this Lease. Tenant however, upon demand of Landlord or any such mortgagee or beneficiary, agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord execute, from time to time and Tenant agrees to return time, instruments in confirmation of the foregoing provisions of this Section 16.01, satisfactory to Landlord or any mortgagee or beneficiary, acknowledging such attornment and setting forth the terms and conditions of its tenancy. Nothing contained in this Section 16.01 shall be construed to impair any right otherwise exercisable by Landlord or any such instrument fully executed within ten (10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained herein, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event of the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageebeneficiary.
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Samples: Tenant Improvement Agreement (Preferred Credit Corp)
Subordination. Landlord may execute NSI Georgia shall have the right to receive, and deliver a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the BuildingSPV shall make, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease of the Land or the Building or both, now or hereafter existing and all amendments, renewals payments and modifications thereto and extensions thereof, or prepayments relating to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances loans made or hereafter to be made upon the security thereofunder this Subordinated Note, provided that any such subordination at all times shall be subject to the right of Tenant to remain in possession of the Premises under the terms of this Lease for the Termthat, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease giving effect to any such Ground Lease payment or prepayment, the aggregate Outstanding Balance of Receivables (as each such term is defined in the Credit and Security Agreement hereinafter referred to) owned by SPV at such time exceeds the sum of (a) the Aggregate Unpaids (as defined in the Credit and Security Agreement) outstanding at such time under the Credit and Security Agreement, plus (b) the aggregate outstanding principal balance of all loans made under this Subordinated Note. NSI Georgia hereby agrees that at any time during which the conditions set forth in the proviso of the immediately preceding sentence shall not be satisfied, NSI Georgia shall be subordinate in right of payment to the lien prior payment of any such Mortgage indebtedness or obligation of SPV owing to the Agent or any Lender under that certain Credit and Security Agreement dated as may be requested in writing of May 2, 2001 by Landlord and among SPV, as Borrower, NSI Georgia, as initial Servicer, various "Lenders" from time to time party thereto, and Tenant agrees Wachovia Bank, N.A., as the "Agent" (as amended, restated, supplemented or otherwise modified from time to return to Landlord time, the "Credit and Security Agreement"). The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Lenders and/or any of their respective assignees (collectively, the "Senior Claimants") under the Credit and Security Agreement. Until the date on which the "Aggregate Invested Amount" outstanding under the Credit and Security Agreement has been repaid in full and all other obligations of SPV and/or the Servicer thereunder and under the "Fee Letter" referenced therein (all such instrument fully executed within ten (10obligations, collectively, the "Senior Claim") days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinhave been indefeasibly paid and satisfied in full, NSI Georgia shall not institute against SPV any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event proceeding of the cancellation or termination of any such Ground Lease type described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwiseSection 5.1(d) of the address Sale Agreement unless and until the Collection Date has occurred. Should any payment, distribution or security or proceeds thereof be received by NSI Georgia in violation of such mortgagee and containing a request therefor. Tenant further this Section 4, NSI Georgia agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time payment shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until segregated, xxxxxxxx xxx xxxx xx xrust for the time allowed as aforesaid for said mortgagee benefit of, and deemed to cure such defaults has expired without cure, Tenant shall have no right tobe the property of, and shall not, terminate this Lease on account be immediately paid over and delivered to the Agent for the benefit of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSenior Claimants.
Appears in 1 contract
Samples: Receivables Sale and Contribution Agreement (National Service Industries Inc)
Subordination. Landlord may execute and deliver (a) Without the necessity of any additional document being executed by Tenant for the purpose of effecting a mortgage or trust deed in the nature of a mortgage (both sometimes hereinafter referred to as "Mortgage") against the Buildingsubordination, the Project or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This this Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any to: (i) the Encumbrances and all ground lease of the Land leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both; (ii) any CC&R's, now currently in effect or hereafter existing that Landlord may enter into in the future, that affect the Building or the Common Areas; and all amendments, renewals and modifications thereto and extensions thereof, or to (iii) the lien of any Mortgage mortgage or deed of trust which may now exist or hereafter encumbering be executed in any portion amount for which the Building, land, ground leases or underlying leases, or Landlord's interest or estate in any of said items, is specified as security. Notwithstanding the Projectforegoing, and Landlord shall have the right to all advances made subordinate or hereafter cause to be made upon subordinated any such ground leases or underlying leases or any such liens to this Lease. In the security thereof, provided event that any such subordination at all times shall be subject to the right ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant to remain in possession of the Premises under the terms of this Lease for the Termshall, notwithstanding any default under subordination, attorn to and become the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure Tenant of the Mortgage or any sale pursuant thereto, so long as Tenant is not successor in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return interest to Landlord any at the option of such instrument fully executed within ten (10) days of receipt thereof by Tenantsuccessor in interest. Notwithstanding anything to the contrary contained hereinherein (but subject to subparagraph 15(b) below), this Lease shall not be subject or subordinate to any mortgagee under a Mortgage mayground or underlying lease or to any lien, by notice in writing to Tenantmortgage, subordinate its Mortgage to this Lease. In deed of trust or other security interest affecting the event of Premises, unless the cancellation or termination of any such Ground Lease described above in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee lender or purchaser other holder of the interest to which this lease would be subordinated executes a reasonable recognition and non-disturbance agreement which provides that Tenant shall be entitled to continue in foreclosure possession of the Premises on the terms and conditions of this Lease if and for so long as Tenant's landlord under this LeaseTenant fully performs all of its obligations hereunder. Tenant covenants and agrees to execute and deliver at upon demand by Landlord and in the form requested by Landlord and reasonably acceptable to Tenant, any time upon request customary additional documents evidencing the priority or subordination of this Lease with respect to any such ground lessor, mortgagee, purchaser, leases or their successors, underlying leases or the lien of any instrument to further evidence such attornmentmortgage or deed of trust. Tenant agrees to give the holder of shall execute, deliver and record any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice documents within twenty (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (3020) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageerequest.
Appears in 1 contract
Subordination. Landlord may execute (a) Payee, by accepting delivery of this Note, covenants and deliver a mortgage or trust deed agrees, for itself and each and every subsequent holder of this Note, that upon and during the continuance of any Insolvency Event (as defined below), the indebtedness evidenced by this Note shall be subordinate and junior in the nature right and priority of a mortgage payment to Maker’s indebtedness to Congress Financial and to Maker’s indebtedness to any other lender (both sometimes hereinafter referred to herein as "Mortgage"“Other Lender,” which term shall include its successors and assigns) against that may provide financing to Maker in replacement of Maker’s credit facility from Congress Financial (Congress Financial and any such Other Lender are referred to herein as “Lender”), such that upon and during the Buildingcontinuance of any Insolvency Event, (i) no part of the Project indebtedness evidenced by this Note shall have any claim to the assets of Maker on parity with or prior to any claims of Lender to such assets; and (ii) unless and until Maker’s indebtedness to Lender shall have been indefeasibly paid in full, Payee shall not without the express prior written consent of Lender, take or receive from Maker, and Maker shall not make, give or permit, directly or indirectly, by set-off, redemption, purchase or in any other manner, any payment of any nature or type for the whole or any interest therein, including a ground lease thereof ("Ground Lease") and sell and leaseback the Land. This Lease and the rights of Tenant hereunder shall be and are hereby made expressly subject and subordinate at all times to any ground lease part of the Land or the Building or both, now or hereafter existing and all amendments, renewals and modifications thereto and extensions thereof, or to the lien of any Mortgage now or hereafter encumbering any portion of the Project, and to all advances made or hereafter to be made upon the security thereofindebtedness evidenced by this Note, provided that no such subordination shall be effective if all indebtedness owed by Maker to Lender has been equitably subordinated to the claims of all other general unsecured creditors of Maker by virtue of Lender’s acts or conduct by a court of competent jurisdiction under a final and non-appealable order, judgment or decree (a “Subordination Event”). Payee, by accepting delivery of this Note, further covenants and agrees, for itself and each and every subsequent holder of this Note, that if any payment or distribution, whether consisting of money, property or securities, shall be collected or received by Payee, or any such subordination at all times subsequent holder of this Note, in respect of the indebtedness evidenced by this Note, upon or during the continuance of an Insolvency Event, provided a Subordination Event has not occurred, then Payee or such subsequent holder of this Note immediately shall deliver the same to Lender, in the form received, duly endorsed to Lender, if required, to be applied to the payment of Maker’s indebtedness to Lender until Maker’s indebtedness to Lender is paid in full. Until so delivered, such payment or distribution shall be subject to held in trust by Payee, or such subsequent holder of this Note, as property of Lender, segregated from other funds and property held by Payee, or such other holder of this Note. The provisions of this Section 10 are, and are intended solely, for the right purpose of Tenant to remain in possession defining the relative rights of Payee (and any subsequent holder of this Note), on the one hand, and Lender, on the other, upon and during the continuance of an Insolvency Event. Lender is an intended beneficiary of the Premises under subordination provided by the terms of this Lease for the Term, notwithstanding any default under the relevant Ground Lease or Mortgage, or after termination of said Ground Lease or foreclosure of the Mortgage or any sale pursuant thereto, so long as Tenant is not in default under this Lease. Tenant agrees to execute and deliver such instruments subordinating this Lease to any such Ground Lease or to the lien of any such Mortgage as may be requested in writing by Landlord from time to time and Tenant agrees to return to Landlord any such instrument fully executed within ten (Section 10) days of receipt thereof by Tenant. Notwithstanding anything to the contrary contained hereinin this paragraph, any mortgagee under a Mortgage may, by notice in writing to Tenant, subordinate its Mortgage to this Lease. In the event such subordination of the cancellation indebtedness evidenced by this Note shall not prevent or termination of limit Payee’s right or ability to assert, enforce or otherwise pursue its claim under this Note during any such Ground Lease described above Insolvency Event provided any payments to Payee are treated in accordance with its terms or by the surrender thereof, whether voluntary, involuntary or by operation of law, or by summary proceedings, or the foreclosure of any such Mortgage by voluntary agreement or otherwise, or the commencement of airy judicial action seeking such foreclosure, Tenant, at the request of the new landlord, shall attorn to and recognize such ground lessor, mortgagee or purchaser in foreclosure as Tenant's landlord under this Lease. Tenant agrees to execute and deliver at any time upon request of such ground lessor, mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. Tenant agrees to give the holder of any Mortgage, by registered or certified mail, a copy of any notice of default served upon Landlord by Tenant, provided that prior to such notice Tenant has received notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such mortgagee and containing a request therefor. Tenant further agrees that if Landlord shall have failed to cure such default within the time provided for in this Lease, then said mortgagee shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or, if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee has commenced and is diligently pursuing the remedies necessary to cure such default (including but not limited to commencement of foreclosure proceedings, if necessary to effect such cure). Such period of time shall be extended by any period within which such mortgage is prevented from commencing or pursuing such foreclosure proceedings by reason of Landlord's bankruptcy. Until the time allowed as aforesaid for said mortgagee to cure such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent paid hereunder or shorten the Term, or so as to adversely affect in any other respect to any material extent the rights of Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of any ground lessor or mortgageeSection.
Appears in 1 contract
