Overleases. This Article 32 shall apply regardless of the identity of the Overlandlord. The following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premises: (a) The Premises shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the ▇▇▇▇▇▇▇▇▇ for the Premises. (b) Tenant shall at its sole expense, (i) comply with the ▇▇▇▇▇▇▇▇▇, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇, and (ii) notwithstanding the requirements of Article 6, comply pursuant to the ▇▇▇▇▇▇▇▇▇ with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇. (c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premises, are subject to and subordinate to the ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under the ▇▇▇▇▇▇▇▇▇, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premises, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the ▇▇▇▇▇▇▇▇▇. A default under the ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease. (d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the ▇▇▇▇▇▇▇▇▇ as it applies to the Premises. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under the ▇▇▇▇▇▇▇▇▇, Landlord will use its reasonable efforts to cause the Overlandlord to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner or to any degree impose (with respect to the ▇▇▇▇▇▇▇▇▇) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ intended to be enjoyed by the prime tenant thereunder shall be available to Tenant, except Tenant shall not have or enjoy any options to cancel or terminate the ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the ▇▇▇▇▇▇▇▇▇, or to renew or to extend the ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q)), or to purchase the fee title, or to exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the ▇▇▇▇▇▇▇▇▇ (except as provided for in Article 12), or rights to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant. (e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease. (f) In the event of any Casualty Event, or in the event of any Condemnation of all or part of the Premises, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to such event shall control exclusively between Landlord and Tenant. (g) Landlord shall not amend or modify the ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the ▇▇▇▇▇▇▇▇▇ is in imminent danger of termination, in which case notice that is feasible under the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) if after the notice the defaulting party fails to take steps to effect such cure. (h) Subject to Section 32.01(d), the performance by Overlandlord of Overlandlord’s obligations in accordance with the ▇▇▇▇▇▇▇▇▇, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the ▇▇▇▇▇▇▇▇▇ and also under this Lease to the extent the obligations are the same, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance of such obligations. (i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant thereunder to make any payment of any money, including the fixed, base rent payable thereunder, or requires such tenant to take any action within a certain period of time (whether with or without notice), then, notwithstanding that a provision in this Lease calls for such payment to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the ▇▇▇▇▇▇▇▇▇ which shall be paid by Tenant directly to the Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇). (j) Whenever any provision of the ▇▇▇▇▇▇▇▇▇ requires the Overlandlord to give notice or submit an invoice to the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall for all purposes hereunder be deemed timely given if sent to Tenant within five (5) business days after receipt by Landlord of the notice from Overlandlord. (k) Whenever any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant under the ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation. (l) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from the Overlandlord and (iii) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable by Landlord (as tenant) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(l). (m) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thing, such rights or privileges shall be exercisable by Landlord insofar as the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto. (n) Subject to the other provisions of this Article 32, if the ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence. (o) Upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary and to the extent available to Landlord, in order to extend the term of the ▇▇▇▇▇▇▇▇▇ until at least the Expiration Date applicable to the Premises; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord under the ▇▇▇▇▇▇▇▇▇ (“Overlandlord”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for the Premises, Landlord, at its sole cost and expense, bears the obligation to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due to Tenant’s Default as described above) to exercise any option available to Landlord to extend the term of the ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of this Lease which may survive by their terms. (p) As to any period before the end of the initial Term of this Lease with respect to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to exercise its extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives such notice, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either case, (i) this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnit
Appears in 2 contracts
Sources: Master Lease Agreement (Spirit MTA REIT), Master Lease Agreement (Spirit Realty Capital, Inc.)
Overleases. This Article 32 applies specifically to each Property Location that is a Leasehold Property, and shall apply apply, regardless of the identity of the Overlandlord. Because this Lease is a sublease as to each of the Leasehold Properties, this Article 32 inclusive shall be applicable only to a Leasehold Property. The following provisions are in addition to the other provisions of this Lease which apply to all of the Property Locations, including the Leasehold Properties, and these following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premisesa Leasehold Property:
(a) The Premises No Leasehold Property shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the ▇▇▇▇▇▇▇▇▇ for the Premisessuch Leasehold Property.
(b) Tenant Tenant, insofar as applicable to the Premises, shall at its sole expense, (i) comply with the ▇▇▇▇▇▇▇▇▇Overleases, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, and (ii) notwithstanding the requirements of Article 6, comply pursuant to the ▇▇▇▇▇▇▇▇▇ Overleases with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇Overleases.
(c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premisesa Leasehold Property, are subject to and subordinate to the applicable ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ Overleases applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under each and all of the ▇▇▇▇▇▇▇▇▇Overleases, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the any such ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premisesa Leasehold Property, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇. A default under the an ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease.
(d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to either the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the any ▇▇▇▇▇▇▇▇▇ as it applies to the PremisesPremises or to a Property Location. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under any of the ▇▇▇▇▇▇▇▇▇Overleases, Landlord will use its reasonable efforts to cause the Overlandlord Overlandlords to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner or to any degree impose (with respect to the any ▇▇▇▇▇▇▇▇▇) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the an ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ Overleases intended to be enjoyed by the prime tenant tenants thereunder shall be available to Tenant, except Tenant shall not have or enjoy any options to cancel or terminate the an ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the an ▇▇▇▇▇▇▇▇▇, or to renew or to extend the an ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q)), or to purchase the fee title, or to exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the ▇▇▇▇▇▇▇▇▇ Overleases (except as provided for in Article 12), or rights to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from each Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant.
(e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease.
(f) In the event of any Casualty Event, or in the event of any Condemnation of all or part of the Premisesany Leasehold Property, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises such Leasehold Property shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to such event shall control exclusively between Landlord and Tenant.
(g) Landlord shall not amend or modify the any ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the such ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the an ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the an ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the ▇▇▇▇▇▇▇▇▇ is in imminent danger of termination, in which case notice that is feasible under the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) if after the notice the defaulting party fails to take steps to effect such cure.
(h) Subject to Section 32.01(d32.01 (d), the performance by Overlandlord of Overlandlord’s obligations in accordance with any of the ▇▇▇▇▇▇▇▇▇Overleases, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the such ▇▇▇▇▇▇▇▇▇ and also under this Lease to the extent the obligations are the same, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance non-performance of such obligations.
(i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the an ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant thereunder to make any payment of any money, including the fixed, base rent payable thereunder, or requires such tenant to take any action within a certain period of time (whether with or without notice), then, notwithstanding that a provision in this Lease calls for such payment to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the ▇▇▇▇▇▇▇▇▇ Overleases which shall be paid by Tenant directly to the Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇).
(j) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the Overlandlord to give notice or submit an invoice to the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall for all purposes hereunder be deemed timely given if sent to Tenant within five (5) business days after receipt by Landlord of the notice from Overlandlord.
(k) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the tenant under the ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation.
(l1) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from the Overlandlord and (iii) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable by Landlord (as tenant) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(l32.01(1).
(m) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thing, such rights or privileges shall be exercisable by Landlord insofar as the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto.
(n) Subject to the other provisions of this Article 32, if the ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence.
(o) Upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary and to the extent available to Landlord, in order to extend the term of the ▇▇▇▇▇▇▇▇▇ until at least the Expiration Date applicable to the Premises; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord under the ▇▇▇▇▇▇▇▇▇ (“Overlandlord”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for the Premises, Landlord, at its sole cost and expense, bears the obligation to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due to Tenant’s Default as described above) to exercise any option available to Landlord to extend the term of the ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of this Lease which may survive by their terms.
(p) As to any period before the end of the initial Term of this Lease with respect to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to exercise its extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives such notice, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either case, (i) this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnit
Appears in 1 contract
Sources: Master Lease (Spirit Finance Corp)
Overleases. This Article 32 applies specifically to each Property Location that is a Leasehold Property, and shall apply apply, regardless of the identity of the Overlandlord. Because this Lease is a sublease as to each of the Leasehold Properties, this Article 32 inclusive shall be applicable only to a Leasehold Property. The following provisions are in addition to the other provisions of this Lease which apply to all of the Property Locations, including the Leasehold Properties, and these following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premisesa Leasehold Property:
(a) The Premises No Leasehold Property shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the ▇▇▇▇▇▇▇▇▇ for the Premisessuch Leasehold Property.
(b) Tenant Tenant, insofar as applicable to the Premises, shall at its sole expense, (i) comply with the ▇▇▇▇▇▇▇▇▇Overleases, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, and (ii) notwithstanding the requirements of Article 6, comply pursuant to the ▇▇▇▇▇▇▇▇▇ Overleases with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇Overleases.
(c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premisesa Leasehold Property, are subject to and subordinate to the applicable ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ Overleases applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under each and all of the ▇▇▇▇▇▇▇▇▇Overleases, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the any such ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premisesa Leasehold Property, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇. A default under the an ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease.
(d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to either the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the any ▇▇▇▇▇▇▇▇▇ as it applies to the PremisesPremises or to a Property Location. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under any of the ▇▇▇▇▇▇▇▇▇Overleases, Landlord will use its reasonable efforts to cause the Overlandlord Overlandlords to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner or to any degree impose (with respect to the any ▇▇▇▇▇▇▇▇▇) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the an ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ Overleases intended to be enjoyed by the prime tenant tenants thereunder shall be available to Tenant, except Tenant shall not have or enjoy any options to cancel or terminate the an ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the an ▇▇▇▇▇▇▇▇▇, or to renew or to extend the an ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q)), or to purchase the fee title, or to exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the ▇▇▇▇▇▇▇▇▇ Overleases (except as provided for in Article 12), or rights to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from each Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant.
(e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease.
(f) In the event of any Casualty Event, or in the event of any Condemnation of all or part of the Premisesany Leasehold Property, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises such Leasehold Property shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to such event shall control exclusively between Landlord and Tenant.
(g) Landlord shall not amend or modify the any ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the such ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the an ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the an ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the ▇▇▇▇▇▇▇▇▇ is in imminent danger of termination, in which case notice that is feasible under the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) if after the notice the defaulting party fails to take steps to effect such cure.
(h) Subject to Section 32.01(d), the performance by Overlandlord of Overlandlord’s obligations in accordance with any of the ▇▇▇▇▇▇▇▇▇Overleases, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the such ▇▇▇▇▇▇▇▇▇ and also under this Lease to the extent the obligations are the same, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance of such obligations.
(i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the an ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant thereunder to make any payment of any money, including the fixed, base rent payable thereunder, or requires such tenant to take any action within a certain period of time (whether with or without notice), then, notwithstanding that a provision in this Lease calls for such payment to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the ▇▇▇▇▇▇▇▇▇ Overleases which shall be paid by Tenant directly to the Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇).
(j) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the Overlandlord to give notice or submit an invoice to the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall for all purposes hereunder be deemed timely given if sent to Tenant within five (5) business days after receipt by Landlord of the notice from Overlandlord.
(k) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the tenant under the ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation.
(l) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from the Overlandlord and (iii) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable by Landlord (as tenant) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(l).
(m) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thing, such rights or privileges shall be exercisable by Landlord insofar as the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto.
(n) Subject to the other provisions of this Article 32, if the an ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the that ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence.
(o) Upon As to each Leasehold Property, upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary and to the extent available to Landlord, in order to extend the term of the ▇▇▇▇▇▇▇▇▇ applicable to that Leasehold Property until at least the Expiration Date applicable to the Premisessuch Leasehold Property; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord under the an ▇▇▇▇▇▇▇▇▇ (each, an “Overlandlord” and collectively, the “Overlandlords”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the an ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the such ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the such ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the any ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for the Premisesany Property Location, Landlord, at its sole cost and expense, bears the obligation to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due to Tenant’s Default as described above) to exercise any option available to Landlord to extend the term of the an ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) this Lease shall terminateterminate as to the Leasehold Property, (ii) Landlord and Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of modify this Lease which may survive by their terms.
(p) As to any period before the end of the initial Term of this Lease with respect remove such Leasehold Property that is subject to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ as to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to did not exercise its the extension option under effective as of the date of expiration of the subject ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives such notice, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either casewithout reduction in Base Rent, (iiii) following such removal, this Lease shall terminatecontinue in full force and effect as to the remaining Property Locations, (iiiv) Tenant shall surrender to Landlord that portion of the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to Premises upon which the Premises, except for such indemnitLeasehold Pro
Appears in 1 contract
Sources: Master Lease (Spirit MTA REIT)
Overleases. This Article 32 applies specifically to each Property Location that is a Leasehold Property, and shall apply apply, regardless of the identity of the Overlandlord. Because this Lease is a sublease as to each of the Leasehold Properties, this Article 32 inclusive shall be applicable only to a Leasehold Property. The following provisions are in addition to the other provisions of this Lease which apply to all of the Property Locations, including the Leasehold Properties, and these following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premisesa Leasehold Property:
(a) The Premises No Leasehold Property shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the ▇▇▇▇▇▇▇▇▇ for the Premisessuch Leasehold Property.
(b) Tenant Tenant, insofar as applicable to the Premises, shall at its sole expense, (i) comply with the ▇▇▇▇▇▇▇▇▇Overleases, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, and (ii) notwithstanding the requirements of Article 6, comply pursuant to the ▇▇▇▇▇▇▇▇▇ Overleases with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇Overleases.
(c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premisesa Leasehold Property, are subject to and subordinate to the applicable ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ Overleases applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under each and all of the ▇▇▇▇▇▇▇▇▇Overleases, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the any such ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premisesa Leasehold Property, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇. A default under the an ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease.
(d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to either the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the any ▇▇▇▇▇▇▇▇▇ as it applies to the PremisesPremises or to a Property Location. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under any of the ▇▇▇▇▇▇▇▇▇Overleases, Landlord will use its reasonable efforts to cause the Overlandlord Overlandlords to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner or to any degree impose (with respect to the any ▇▇▇▇▇▇▇▇▇) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the an ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ Overleases intended to be enjoyed by the prime tenant tenants thereunder shall be available to Tenant, except Tenant shall not have or enjoy any options to cancel or terminate the an ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the an ▇▇▇▇▇▇▇▇▇, or to renew or to extend the an ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q)), or to purchase the fee title, or to exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the ▇▇▇▇▇▇▇▇▇ Overleases (except as provided for in Article 12), or rights to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from each Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant.
(e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease.
(f) In the event of any Casualty Event, or in the event of any Condemnation of all or part of the Premisesany Leasehold Property, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises such Leasehold Property shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to such event shall control exclusively between Landlord and Tenant.
(g) Landlord shall not amend or modify the any ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the such ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the an ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the an ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the ▇▇▇▇▇▇▇▇▇ is in imminent danger of termination, in which case notice that is feasible under the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) if after the notice the defaulting party fails to take steps to effect such cure.
(h) Subject to Section 32.01(d32.01 (d), the performance by Overlandlord of Overlandlord’s obligations in accordance with any of the ▇▇▇▇▇▇▇▇▇Overleases, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the such ▇▇▇▇▇▇▇▇▇ and also under this Lease to the extent the obligations are the same, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance non-performance of such obligations.
(i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the an ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant thereunder to make any payment of any money, including the fixed, base rent payable thereunder, or requires such tenant to take any action within a certain period of time (whether with or without notice), then, notwithstanding that a provision in this Lease calls for such payment to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the ▇▇▇▇▇▇▇▇▇ Overleases which shall be paid by Tenant directly to the Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇).
(j) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the Overlandlord to give notice or submit an invoice to the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall for all purposes hereunder be deemed timely given if sent to Tenant within five (5) business days after receipt by Landlord of the notice from Overlandlord.
(k) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the tenant under the ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation.
(l) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from the Overlandlord and (iii) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable by Landlord (as tenant) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(l).
(m) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thing, such rights or privileges shall be exercisable by Landlord insofar as the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto.
(n) Subject to the other provisions of this Article 32, if the an ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the that ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence.
(o) Upon As to each Leasehold Property, upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary and to the extent available to Landlord, in order to extend the term of the ▇▇▇▇▇▇▇▇▇ applicable to that Leasehold Property until at least the Expiration Date applicable to the PremisesDate; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord under the an ▇▇▇▇▇▇▇▇▇ (each, an “Overlandlord” and collectively, the “Overlandlords”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the an ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the such ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the such ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the any ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for of the PremisesMaster Lease, Landlord, at its sole cost and expense, bears the obligation to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due to Tenant’s Default as described above) to exercise any option available to Landlord to extend the term of the an ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) this Lease shall terminateterminate as to the Leasehold Property, (ii) Landlord and Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of modify this Lease which may survive by their terms.
(p) As to any period before the end of the initial Term of this Lease with respect remove such Leasehold Property that is subject to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ as to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to did not exercise its the extension option under effective as of the date of expiration of the subject ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives such notice, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either casewithout reduction in Base Rent, (iiii) following such removal, this Lease shall terminatecontinue in full force and effect as to the remaining Property Locations, (iiiv) Tenant shall surrender to Landlord that portion of the PremisesPremises upon which the Leasehold Property is located, and (iiiv) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnithav
Appears in 1 contract
Sources: Master Lease (Spirit Finance Corp)
Overleases. This Article 32 applies specifically to each Property Location that is a Leasehold Property, and shall apply apply, regardless of the identity of the Overlandlord. Because this Lease is a sublease as to each of the Leasehold Properties, this Article 32 inclusive shall be applicable only to a Leasehold Property. The following provisions are in addition to the other provisions of this Lease which apply to all of the Property Locations, including the Leasehold Properties, and these following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premisesa Leasehold Property:
(a) The Premises No Leasehold Property shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the ▇▇▇▇▇▇▇▇▇ for the Premisessuch Leasehold Property.
(b) Tenant Tenant, insofar as applicable to the Premises, shall at its sole expense, (i) comply with the ▇▇▇▇▇▇▇▇▇Overleases, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, and (ii) notwithstanding the requirements of Article 6, shall comply pursuant to the ▇▇▇▇▇▇▇▇▇ Overleases with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇Overleases.
(c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premisesa Leasehold Property, are subject to and subordinate to the applicable ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ Overleases applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under each and all of the ▇▇▇▇▇▇▇▇▇Overleases, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇Overleases, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the any such ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premisesa Leasehold Property, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇. A default under the an ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease.
(d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to either the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the any ▇▇▇▇▇▇▇▇▇ as it applies to the PremisesPremises or to a Property Location. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under any of the ▇▇▇▇▇▇▇▇▇Overleases, Landlord will use its reasonable efforts to cause the Overlandlord Overlandlords to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner or to any degree impose (with respect to the any ▇▇▇▇▇▇▇▇▇) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the an ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ Overleases intended to be enjoyed by the prime tenant tenants thereunder shall be available to Tenant, except Tenant shall not have or enjoy any options to cancel or terminate the an ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the an ▇▇▇▇▇▇▇▇▇, or to renew or to extend the an ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q)), or to purchase the fee title, or to exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the ▇▇▇▇▇▇▇▇▇ Overleases (except as provided for in Article 12), or rights to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from each Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant.
(e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties harmless from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the any ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease.
(f) In the event of any Casualty Eventdamage or destruction, or in the event of any Condemnation taking of all or part of the Premisesany Leasehold Property, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises such Leasehold Property shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to such event shall control exclusively between Landlord and Tenant.
(g) Landlord shall not amend or modify the any ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the such ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the an ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the an ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the ▇▇▇▇▇▇▇▇▇ is in imminent danger of termination, in which case notice that is feasible under the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) if after the notice the defaulting party fails to take steps to effect such cure.
(h) Subject to Section 32.01(d)subsection (d) of this Article 32, the performance by Overlandlord of Overlandlord’s obligations in accordance with any of the ▇▇▇▇▇▇▇▇▇Overleases, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the such ▇▇▇▇▇▇▇▇▇ and also under this Lease to the extent the obligations are the same, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance non-performance of such obligations.
(i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the an ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision of the ▇▇▇▇▇▇▇▇▇ requires the tenant thereunder to make any payment of any money, including the fixed, base rent payable thereunder, or requires such tenant to take any action within a certain period of time (whether with or without notice), then, notwithstanding that a provision in this Lease calls for such payment to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the ▇▇▇▇▇▇▇▇▇ Overleases which shall be paid by Tenant directly to the Overlandlord pursuant to the ▇▇▇▇▇▇▇▇▇).
(j) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the Overlandlord to give notice or submit an invoice to the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall for all purposes hereunder be deemed timely given if sent to Tenant within five (5) business days after receipt by Landlord of the notice from Overlandlord.
(k) Whenever any provision of the an ▇▇▇▇▇▇▇▇▇ requires the tenant under the ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation.
(l) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from the Overlandlord and (iii) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable by Landlord (as tenant) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(lsubsection (l).
(m) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thing, such rights or privileges shall be exercisable by Landlord insofar as the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto.
(n) Subject to the other provisions of this Article 32, if the an ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the that ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence.
(o) Upon As to each Leasehold Property, upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary and to the extent available to Landlord, in order to extend the term of the ▇▇▇▇▇▇▇▇▇ applicable to that Leasehold Property until at least the Expiration Date applicable to the PremisesDate; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord under the an ▇▇▇▇▇▇▇▇▇ (each, an “Overlandlord” and collectively, the “Overlandlords”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the an ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the such ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the such ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the any ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for of the PremisesMaster Lease, Landlord, at its sole cost and expense, bears the obligation to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due to Tenant’s Default – as described above) to exercise any option available to Landlord to extend the term of the an ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) this Lease shall terminate, (ii) terminate as to the Leasehold Property and Landlord and Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of modify this Lease which may survive by their terms.
(p) As to any period before the end of the initial Term of this Lease with respect remove such Leasehold Property that is subject to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ as to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to did not exercise its the extension option under effective as of the date of expiration of the subject ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives and, following such noticeremoval, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either case, (i) this Lease shall terminate, (ii) continue in full force and effect as to the remaining Property Locations and Tenant shall surrender to Landlord that portion of the PremisesPremises upon which the Leasehold Property is located, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnitresponsibili
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Overleases. This Article 32 shall apply regardless of the identity of the Overlandlord. The following provisions shall not substitute for or replace the other provisions in this Lease, except to the extent the following provisions conflict with the other provisions in this Lease, in which case these following provisions shall govern as to the Premises:
(a) The Premises Landlord represents to Tenant that, as of the date of the Lease there are no Overleases affecting the Property other than: __________________________________________ ([each an] the “Existing ▇▇▇▇▇▇▇▇▇”).
(b) Landlord shall not be used or occupied, or permitted or suffered to be used or occupied, by Landlord or assist Tenant or any party claiming by or through Landlord or Tenant for any use, purpose or activity which is not permitted by the in obtaining an ▇▇▇▇▇▇▇▇▇ for SNDA from the PremisesOverlessor under any Existing ▇▇▇▇▇▇▇▇▇ identified in the preceding paragraph.
(bc) Tenant shall at its sole expenseLandlord covenants and agrees that, throughout the Term: (i) comply with it shall not cause or permit a default to occur by the tenant under any Existing ▇▇▇▇▇▇▇▇▇, and with all applicable Legal Requirements pursuant to the ▇▇▇▇▇▇▇▇▇, and (ii) notwithstanding the requirements of Article 6it shall not amend, comply pursuant to the modify or supplement any Existing ▇▇▇▇▇▇▇▇▇ with the requirements of all policies of insurance of whatsoever nature which are required to be maintained pursuant to the ▇▇▇▇▇▇▇▇▇.
(c) Tenant acknowledges that this Lease, and Tenant’s occupancy of the Premises, are subject to and subordinate to the ▇▇▇▇▇▇▇▇▇. Tenant agrees that the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ applying to Landlord as the tenant thereunder shall apply directly to Tenant, and Tenant hereby does and shall assume and perform fully all the duties, obligations, liabilities and undertakings of Landlord as the tenant under the ▇▇▇▇▇▇▇▇▇, including as Rent under this Lease, payment of all the fixed, basic rents and additional rents and any and all other payments to be made pursuant to the ▇▇▇▇▇▇▇▇▇, whether arising before, on or after the Effective Date. In the event of any inconsistency between the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ and the terms, covenants, provisions and conditions of this Lease as the same applies to the Premises or common areas on the Premises, in that the ▇▇▇▇▇▇▇▇▇ imposes an obligation or liability on the tenant thereunder (and therefore on Tenant under this Lease by virtue of Tenant’s assumption thereof) which is stricter or broader or more onerous or not covered by this Lease, then, even though the subject matter may be one which is the same in both the ▇▇▇▇▇▇▇▇▇ and this Lease, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to such obligation or liability shall control and be complied with by Tenant. Tenant and Landlord each agrees that it will not do, or cause or suffer to be done, any act (whether of commission or omission) which would result in a breach of or default under any term, covenant, provision or condition of the ▇▇▇▇▇▇▇▇▇. A default under the ▇▇▇▇▇▇▇▇▇ not caused by Tenant shall not constitute a default under this Lease.
(d) Landlord shall have no responsibility or liability to provide any services to Tenant with respect to the Premises, or for performing any of the duties, obligations, liabilities or undertakings of any landlord or tenant under the ▇▇▇▇▇▇▇▇▇ as it applies to the Premises. Landlord agrees, however, that in cases where Landlord’s cooperation is necessary to enforce rights of the tenant under the ▇▇▇▇▇▇▇▇▇, Landlord will use its reasonable efforts to cause the Overlandlord to perform their duties, obligations, liabilities and undertakings thereunder, provided Tenant agrees to and does bear the expense and reimburse Landlord (immediately upon demand) for any and all expenses including reasonable experts and attorneys’ fees incurred by Landlord in connection therewith. To the extent that to do so does not prejudice or impair the rights and remedies intended to be enjoyed by Landlord under this Lease and does not in any manner that would shorten the term thereof (unless the term as shortened shall expire [after ___________3 (the “Outside Expiration Date”))]4, increase Tenant’s obligations or to any degree impose otherwise adversely affect Tenant’s rights hereunder; (with respect to the ▇▇▇▇▇▇▇▇▇iii) or increase (with respect to this Lease) the duties, obligations, liabilities or undertakings of Landlord and does not modify or terminate the ▇▇▇▇▇▇▇▇▇, Landlord agrees to otherwise cooperate with Tenant so that all of the rights and benefits of the ▇▇▇▇▇▇▇▇▇ intended to be enjoyed by the prime tenant thereunder shall be available to Tenant, except Tenant it shall not have or enjoy any options to terminate, cancel or terminate the ▇▇▇▇▇▇▇▇▇, or surrender the premises covered by the ▇▇▇▇▇▇▇▇▇, or to renew or to extend the any Existing ▇▇▇▇▇▇▇▇▇ (except as provided for in Section 32.01(q))including, without limitation, following any default of Overlessor thereunder or any casualty or condemnation, or pursuant to purchase any termination right) prior to the fee title, Outside Expiration Date or to such earlier date as this Lease shall expire or terminate; and (iv) it shall exercise rights of first refusal, or have any rights to encumber, assign or sublet the interest of the tenant under the any Existing ▇▇▇▇▇▇▇▇▇ (except to cure or remedy any default by Landlord as provided for in Article 12), or rights lessee under any ground lease and/or as mortgagor under any mortgage to build additional buildings or improvements (except as provided for in Articles 11, 14 and 15). At Tenant’s full cost and expense and without expense to Landlord, Tenant may obtain from Overlandlord a non-disturbance agreement in form and substance reasonably acceptable to Tenant.
(e) In addition to other indemnification provisions by Tenant in this Lease, and not in limitation thereof, Tenant hereby agrees to indemnify, save, protect, defend and hold harmless the Landlord Indemnified Parties from and against any and all liabilities, suits, obligations, fines, damages, penalties, claims, costs, charges and expenses (including experts’ and attorney’s fees) imposed upon or incurred by the Landlord Indemnified Parties, that may be based on or asserted or alleged to be based on any breach by Tenant of any term, covenant, provision or condition of the ▇▇▇▇▇▇▇▇▇ arising before or during the Term of this Lease.
(f) In the event of any Casualty Event, or in the event of any Condemnation of all or part of the Premises, the terms, covenants, provisions and conditions of the ▇▇▇▇▇▇▇▇▇ for the Premises shall not be the controlling instrument as between Landlord and Tenant, but the provisions of this Lease relating to which such event shall control exclusively between Landlord and Tenant.
(g) Landlord shall not amend or modify the ▇▇▇▇▇▇▇▇▇ without Tenant’s consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. Landlord shall not voluntarily terminate or consent to any termination of the ▇▇▇▇▇▇▇▇▇ for any reason without Tenant’s written consent, which consent may be withheld, delayed or conditioned at Tenant’s sole discretion, for any reason or for no reason. If either Tenant defaults under the ▇▇▇▇▇▇▇▇▇ or Landlord acts or fails to act in a manner which results in a default under the ▇▇▇▇▇▇▇▇▇, then the other party (upon reasonable advance written notice to the defaulting party, unless the Existing ▇▇▇▇▇▇▇▇▇ is in imminent danger subordinate. 3 Insert last day of termination, month in which case notice that is feasible under 50th anniversary of the circumstances shall be given to the defaulting party) may cure such default (but shall have no obligation to do so) Closing Date occurs 4 Replace with “Outside Expiration Date” if after the notice the defaulting party fails to take steps to effect such cureterm has previously been used herein.
(hd) Subject to Section 32.01(d), If the performance by Overlandlord term of Overlandlord’s obligations in accordance with the ▇▇▇▇▇▇▇▇▇, shall, for all purposes, be accepted by Tenant, and shall be deemed to be the performance of such obligations by Landlord under the provisions of the any Existing ▇▇▇▇▇▇▇▇▇ and also under this Lease shall expire prior to the extent the obligations are the sameOutside Expiration Date then, and in such case Tenant shall neither look to Landlord for performance of such obligations nor seek to hold Landlord liable for performance of such obligations or for the manner of performance of such obligations or for any default in performance or nonperformance of such obligations.
either: (i) Whenever, by reason of Tenant’s assumption of all the obligations contained in the if such Existing ▇▇▇▇▇▇▇▇▇ as provided in this Article 32 or otherwise, any provision demises the portion of the Property that includes the Leased Premises, [this Lease shall expire simultaneously therewith and such date shall be deemed the “Expiration Date” for all purposes of this Lease]5 or (ii) if such Existing ▇▇▇▇▇▇▇▇▇ requires demises portions of the tenant thereunder to make any payment of any money, including Property that do not include the fixed, base rent payable thereunder, Leased Premises (e.g. the Parking Areas or requires such tenant to take any action within a certain period of time (whether with or without noticeother Common Areas), then, notwithstanding that a provision in (x) this Lease calls for such payment shall expire with respect to be made or action to be taken at a different time, Tenant shall make such payment to the Overlandlord, Landlord or other appropriate third party or take such action, as the case may be, within the shorter only those portions of the time specified in this Lease or the time specified in the ▇▇▇▇▇▇▇▇▇; and if Property demised by such payment or other action is required to be paid or taken within a specified time period after notice or receipt of an invoice, then upon such notice or upon receipt of such invoice, Tenant shall make such payment or take such other action, as the case may be, no later than five (5) business days prior to the last day of such time period (excluding, however, installments of fixed or base rent or other payments due under the Existing ▇▇▇▇▇▇▇▇▇ which shall be paid by Tenant directly to [on the Overlandlord pursuant to date that the ▇▇▇▇▇▇▇▇▇).
(j) Whenever any provision of the Existing ▇▇▇▇▇▇▇▇▇ requires expires and such date shall be deemed the Overlandlord “Expiration Date” with respect to give notice or submit an invoice to such portions of the tenant thereunder and Landlord has received such notice or invoice but the Overlandlord has not given Tenant such notice or invoice directly, then Landlord shall notify Tenant by sending Tenant a copy of said notice or invoice. Such notification by Landlord to Tenant of said Overlandlord’s notice or invoice shall Property for all purposes hereunder be deemed timely given if sent of this Lease] and (y) Tenant shall have the right to Tenant terminate this Lease in its entirety by notice delivered to Landlord within five thirty (530) business days after receipt by Landlord of the notice from Overlandlord.
(k) Whenever any provision of the date such Existing ▇▇▇▇▇▇▇▇▇ requires expires (in which event this Lease shall expire on, and the tenant under “Expiration Date” set forth in this Lease shall be, the date set forth for such expiration in Tenant’s notice, which date shall be no more than thirty (30) days after the date of such notice). Landlord shall not be liable for the expiration of any Existing ▇▇▇▇▇▇▇▇▇ to obtain the Overlandlord’s consent for any purpose, including obtaining consent prior to the undertaking of an act or proposed act, and Tenant desires such consent, such provision shall for all purposes hereunder be deemed to require the prior written consent of both Overlandlord and Landlord; provided, however, if Landlord is willing to consent, Landlord, at Tenant’s expense, shall cooperate to a reasonable extent with Tenant to obtain the Overlandlord’s consent provided Tenant pays all Landlord’s expenses, including reasonable attorneys’ fees, in Landlord’s extending such cooperation.
unless same (lI) If Tenant contends that Overlandlord is not observing, complying with or performing its obligations under the ▇▇▇▇▇▇▇▇▇, Tenant shall have the right to notify Landlord arisen out of a default of the Overlandlord which notice shall specify the nature of such default. Within five (5) business days after its receipt of such notice, Landlord shall give written notice to Overlandlord (in the manner required by the ▇▇▇▇▇▇▇▇▇), which notice shall specify the nature of such claimed default in the same manner as was specified in Tenant’s notice to Landlord. Landlord further agrees to extend assistance to and cooperate with Tenant in order to effectuate a cure of under any alleged default, provided that all costs and expenses, including reasonable attorneys’ fees, in connection therewith are borne by Tenant. If (i) Tenant shall have given written notice to Landlord of such default by the Overlandlord, as aforesaid, (ii) the Existing ▇▇▇▇▇▇▇▇▇ allows withholding of such payments from by the Overlandlord and tenant thereunder or (iiiII) Landlord consents in writing, Tenant also shall have the right to withhold payments of that portion of the ▇▇▇▇▇▇▇▇▇ rent payable to the Overlandlord which is payable been effected by Landlord in violation of paragraph (as tenantc) at that time under the ▇▇▇▇▇▇▇▇▇ in accordance with the applicable provision, if any, of the ▇▇▇▇▇▇▇▇▇ allowing such withholding of rent. Tenant agrees that it will defend, indemnify and hold harmless the Landlord Indemnified Parties from and against any and all Losses arising from or related to any matter described in this Section 32.01(l)3.
(me) Whenever in this Lease rights or privileges are granted to Landlord or Tenant with respect to any matter or thingagrees that, such rights or privileges shall be exercisable by Landlord insofar as throughout the same are not inconsistent with, or in violation of, the terms, covenants and conditions of the ▇▇▇▇▇▇▇▇▇ with respect to the same matter or thing and the terms, rights and privileges granted to Landlord and Tenant herein, but where the rights and privileges granted by the ▇▇▇▇▇▇▇▇▇ to the tenant thereunder exceed the rights and privileges granted in this Lease to Landlord or Tenant, then Landlord or Tenant shall exercise such rights and privileges only to the extent expressly permitted herein if the result of exercising the greater rights or privileges in the ▇▇▇▇▇▇▇▇▇ would be detrimental to the other party hereto.
(n) Subject to the other provisions of this Article 32, if the ▇▇▇▇▇▇▇▇▇ would need to be extended by Landlord exercising an extension option in the ▇▇▇▇▇▇▇▇▇ in order to match Tenant’s exercise of an Extension Option under this Lease, then, as a condition for Tenant’s Extension Option to be validly exercised under this Lease, Tenant must give Landlord notice of Tenant’s exercise of the Extension Option under this Lease at least thirty (30) days prior to the deadline set forth in the ▇▇▇▇▇▇▇▇▇ for validly exercising the extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence.
(o) Upon Tenant’s written notice, Landlord, subject to the proviso in this sentence and subject also to the other provisions and conditions in this Article 32, shall from time to time exercise Landlord’s rights to the extent necessary Term and to the extent available to Landlordnot inconsistent with the Lease, in order to extend the term Landlord shall, at Tenant’s expense, take any actions and/or request any consent or approval of the ▇▇▇▇▇▇▇▇▇ until at least the Expiration Date applicable Overlessor, if and to the Premises; provided, however Landlord need not (i) exercise its extension rights if on the date Landlord’s notice of extension of the ▇▇▇▇▇▇▇▇▇ is to be given to the landlord extent required under the ▇▇▇▇▇▇▇▇▇ (“Overlandlord”), a Default on the part of Tenant then exists under this Lease, and (ii) exercise the extension of the ▇▇▇▇▇▇▇▇▇ until the one hundred eightieth (180th) day prior to the deadline for exercising the ▇▇▇▇▇▇▇▇▇ extension pursuant to its terms (or until the first (1st) day that the ▇▇▇▇▇▇▇▇▇ extension option may be exercised by Landlord if such date would occur less than one hundred eighty (180) days after the date of Tenant’s notice advising Landlord to exercise the extension option), and Landlord simultaneously provides Tenant with written confirmation of same. In the event Landlord fails to timely exercise the extension option, as provided above, Landlord hereby grants Tenant the right to exercise such extension option on Landlord’s behalf and, in furtherance thereof, grants Tenant a limited power of attorney to acknowledge, deliver and execute, on Landlord’s behalf, such documentation as is required to effectuate the exercise of the extension option. Tenant shall provide Landlord with copies of any documentation relating to Tenant’s exercise of an extension option made on Landlord’s behalf. To the extent that the term of the Existing ▇▇▇▇▇▇▇▇▇, as extended, extends beyond the Expiration Date for the Premises, Landlord, at its sole cost and expense, bears the obligation may be necessary to pay any rent applicable to such period under the ▇▇▇▇▇▇▇▇▇. If Tenant does not request that Landlord (or Landlord is not required due give full effect to Tenant’s Default as described above) to exercise any option available to Landlord to extend the term of the ▇▇▇▇▇▇▇▇▇ and Landlord does not, in fact, exercise such extension option, then (i) rights under this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnity or other provisions of this Lease which may survive by their termsLease.
(p) As to any period before the end of the initial Term of this Lease with respect to the Premises, Tenant shall have the right to notify Landlord by sending Landlord a written notice stating expressly that Tenant desires Landlord not to exercise an extension option under the ▇▇▇▇▇▇▇▇▇ and that Tenant desires the ▇▇▇▇▇▇▇▇▇ to expire. The notice must be received by Landlord not less than one hundred twenty (120) days before the last day on which Landlord is required to exercise its extension option under the ▇▇▇▇▇▇▇▇▇, time being of the essence. If Landlord receives such notice, Landlord may either intentionally fail to exercise the ▇▇▇▇▇▇▇▇▇ extension option and permit the ▇▇▇▇▇▇▇▇▇ to expire, or Landlord may exercise its extension option for Landlord’s own account. In either case, (i) this Lease shall terminate, (ii) Tenant shall surrender to Landlord the Premises, and (iii) Tenant shall have no further responsibility to Landlord with respect to the Premises, except for such indemnit
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