Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 8 contracts
Samples: Lease Agreement (CNL Retirement Properties Inc), Lease Agreement (CNL Retirement Properties Inc), Lease Agreement (CNL Retirement Properties Inc)
Subordination. This AgreementAt the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgagemortgage or deed of trust, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall be become a tenant of and attorn to the successor-in-interest to Landlord upon the express condition same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the validity beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease shall be recognized by and the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right rights of use Tenant under this Lease in and to any ground or underlying lease or to the Leased Property (including rights lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to have insurance and condemnation proceeds made available for proper reconstruction Tenant given at any time, subordinate the lien of the Leased Property) its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be disturbed responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such Mortgagee unless and until Tenant shall breach purchaser or bound by any rent paid in advance of the provisions hereof and this Lease or Tenant's right to possession hereunder calendar month in which the transfer of title occurred; provided that the foregoing shall have been terminated or shall be terminable in accordance with not release the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of applicable prior landlord from any further instrument or agreement of subordination on the part of Tenantliability for those obligations. Tenant acknowledges that Landlord’s mortgagees and agrees that notwithstanding successors-in-interest and all beneficiaries under deeds of trust encumbering the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions Building are intended third party beneficiaries of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 8 contracts
Samples: Office Space Lease, Office Space Lease (Neothetics, Inc.), Office Space Lease (Neothetics, Inc.)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to option of Landlord or any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering lender of Landlord's that obtains a security interest in the Leased PropertyBuilding, this Lease shall be either superior or any portion thereofsubordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof; provided, amendments, supplements and replacement being a "Facility Mortgage"). The subordination that so long as no Event of Default exists under this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgageLease, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction quiet enjoyment of the Leased Property) Premises shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable not terminate in accordance with the provisions event of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution termination of any further instrument such ground or agreement underlying lease, or the foreclosure of subordination on the part any such mortgage or deed of Tenanttrust, to which this Lease has been subordinated pursuant to this Section. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument documents or agreement of subordination of this Agreement agreements requested by Landlord or Tenant's interest hereunder such lessor or Tenant's leasehold interest lender which provide Tenant with the non-disturbance protections set forth in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall promptly become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all instruments as may be required from time to time to subordinate the same rights of Tenant under this Lease to any ground or underlying lease or to the requesting party lien of any mortgage or deed of trust (provided that such instrument or agreement also reflects instruments include the non-disturbance nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Further, Tenant agrees that it will, from time to time, execute such documentation as may any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be requested by Landlord and responsible for any Mortgagee (a) to assist Landlord and such Mortgagee in establishing act or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt omission of a written request prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it is not actually received by Landlord such purchaser or bound by any rent paid for more than the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be current month in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawwhich the foreclosure occurred.
Appears in 7 contracts
Samples: Lease (Altris Software Inc), Intest Corp, Lease (Ydi Wireless Inc)
Subordination. This AgreementLandlord represents and warrants to Tenant that as of the Commencement Date, Tenant's interest hereunder and Tenant's leasehold interest in and to there is no ground lease or other superior lease presently encumbering the Leased Property are hereby agreed by Tenant to be Premised, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any no mortgage or mortgages and security interests now or hereafter in force and effect upon or deed of trust lien presently encumbering Landlord's interest in the Leased Property, or any portion thereof, and Premises. Landlord will provide to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt the recording of a written request mortgage or deed of trust encumbering a Property (the holder thereof, or of a ground lease or other superior lease to which this Lease may hereafter be subject, being hereafter referred to as an “Interest Holder”), a non-disturbance agreement in the form attached hereto as Exhibit D or such other form as shall be reasonably satisfactory to Tenant and such Interest Holder, and such form in any event shall specifically include provisions that, in the case of a deed of trust or mortgage, in the event of any foreclosure or other enforcement under the mortgage or deed of trust, either by judicial proceeding or by power of sale, or if conveyance or transfer of the Property shall be made in lieu of foreclosure, or in the case of a lease, in the event of any termination of the lease for any reason (whether or not because of exercise by lessor of any right or remedy) or any enforcement of remedies by the lessor thereof (any such foreclosure or conveyance in lieu of foreclosure, and any such lease termination or enforcement of lease remedies, being herein referred to as “Enforcement”), then this Lease shall not be terminated as a result of such Enforcement, whether by operation of law or otherwise, but rather, notwithstanding such Enforcement, and the fact that this Lease is subordinate to the deed of trust mortgage or lease (as the case may be), this Lease shall continue in full force and effect as a binding lease agreement between Owner and Tenant in accordance with its provisions, and the rights of Tenant under this Lease shall not be interfered with nor disturbed by any party owning the Property or any interest therein as a result of Enforcement, or such party’s successors and assigns (any such owner, and its successors and assigns, being herein called “Owner”). However, nothing herein shall negate the right of Owner to exercise the rights and remedies of Landlord under this Lease, including the right to terminate this Lease as provided herein in the event of a default by Tenant under this Lease, and as to any default by Tenant under this Lease existing at the time of Enforcement, such Enforcement shall not operate to waive or xxxxx any action initiated by Landlord under this Lease to terminate the same on account of such default. Tenant agrees to subordinate its interest under this Lease to any ground lease, mortgage or deed of trust lien hereafter placed on the Property; provided that as a condition to such subordination, the party to whose interest Tenant subordinates its interest hereunder shall execute and deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached as Exhibit D, or in another form otherwise meeting the requirements of this Section. Unless and until a subordination, non-disturbance and attornment agreement is entered into between Tenant and the applicable party, the holder of any ground or land lease that may now affect any of the Land or the holder or proposed holder of any mortgage or deed of trust that may now encumber the Property may elect at any time to cause their interests in the Land or the Property to be subordinate and junior to Tenant’s interest under this Lease by filing an instrument in the real property records of the county in which the Building is located effecting such Facility Mortgage, election and providing Tenant shall fail or refuse or shall have not executed any with notice of such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawelection.
Appears in 7 contracts
Samples: Master Lease Agreement (KBS Real Estate Investment Trust, Inc.), Master Lease Agreement (KBS Real Estate Investment Trust, Inc.), Master Lease Agreement (Gramercy Capital Corp)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and Subject to the Leased Property are hereby agreed by Tenant payment in full of all Senior Indebtedness of the Company, the rights of the Holders of the Notes shall be subrogated to the rights of the holders of such Senior Indebtedness to receive payments or distributions of cash, property or securities of the Company applicable to such Senior Indebtedness until the principal of (and premium, if any) and interest on the Notes shall be and are hereby made juniorpaid in full; and, inferiorfor the purposes of such subrogation, subordinate and subject in rightno payments or distributions to the holders of such Senior Indebtedness of any cash, title, interest, lien, encumbrance, priority and all other respects property or securities to any mortgage which the Holders of the Notes or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereofTrustee would be entitled except for the provisions of this Article VI, and no payment over pursuant to all collateral assignments the provisions of this Article VI, to or for the benefit of the holders of such Senior Indebtedness by Landlord to any third party or parties Holders of any of Landlord's rights under this Agreement the Notes or the rentsTrustee, issues and profits thereof or therefrom shall, as security for any liability or indebtednessbetween the Company, direct, indirect or contingent, its creditors other than holders of Landlord to such third party or partiesSenior Indebtedness of the Company, and to all future modificationsthe Holders of the Notes, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized payment by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect Company to or on account of such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with Senior Indebtedness. It is understood that the provisions of this Lease. The foregoing subordination Article VI are and non-disturbance provisions are intended solely for the purposes of this Section shall be automatic and self-operative without defining the necessity relative rights of the execution Holders of the Notes, on the one hand, and the holders of Senior Indebtedness of the Company on the other hand. Nothing contained in this Article VI or elsewhere in this Indenture or in the Notes is intended to or shall impair, as between the Company, its creditors other than the holders of Senior Indebtedness of the Company, and the Holders of the Notes the obligation of the Company which is absolute and unconditional, to pay to the Holders of the Notes the principal of (and premium, if any) and interest on the Notes as and when the same shall become due and payable in accordance with their terms, or is intended to or shall affect the relative rights of the Holders of the Notes and creditors of the Company other than the holders of Senior Indebtedness of the Company, nor shall anything herein or therein prevent the Trustee or the Holder of any further instrument or agreement of subordination on Note from exercising all remedies otherwise permitted by applicable law upon default under the part of Tenant. Tenant acknowledges and agrees that notwithstanding Indenture, subject to the foregoing automatic subordinationrights, if Landlord any, under this Article VI of the holders of such Senior Indebtedness in respect of cash, property or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement securities of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to Company received upon the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder exercise of any such Facility Mortgageremedy. Upon any payment or distribution of assets of the Company referred to in this Article VI, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement the Trustee, subject to the provisions of subordinationSection 8.01 of the Indenture, for whatever reasonand the Holders of the Notes, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise rely upon any and all remedies available order or decree made by any court of competent jurisdiction in which such dissolution, winding-up, liquidation or reorganization proceedings are pending, or a certificate of the receiver, trustee in bankruptcy, liquidation trustee, agent or other Person making such payment or distribution, delivered to Landlord pursuant the Trustee or to the Holders of the Notes, for the purposes of ascertaining the Persons entitled to participate in such distribution, the holders of Senior Indebtedness of the Company the amount thereof or payable thereon, the amount facts pertinent thereto or to this Agreement or otherwise provided by lawArticle VI.
Appears in 6 contracts
Samples: Fourth Supplemental Indenture (Household International Inc), Fourth Supplemental Indenture (Household International Inc), Fourth Supplemental Indenture (Household International Inc)
Subordination. This AgreementLease shall be subject and subordinate to any mortgage, Tenant's interest hereunder and Tenant's leasehold interest in deed of trust, deed to secure deed, security interested granted by Landlord, or similar encumbrance (a “Mortgage”) presently existing or hereafter arising upon any of the Property and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorany renewal, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage extension or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion refinancing thereof, and the Tenant agrees that any holder of such Mortgage shall have the right at any time to all collateral assignments by Landlord subordinate such Mortgage to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues Lease on such terms and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord subject to such third party conditions as the holder of such Mortgage may deem appropriate in its discretion. The provisions of the foregoing sentence shall be self-operative and no further instrument of subordination shall be required; provided, however the Tenant agrees within twenty (20) days after demand to execute and deliver any instrument subordinating this Lease or parties, and attorning to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording the holder of any such mortgage, mortgages or assignmentsMortgage as the Landlord may request. As a condition to the subordination contemplated by this Section, the same Landlord shall be deemed use reasonable efforts to be prior obtain from the holder of any Mortgage affecting the Property an agreement, in dignitywriting, lien for itself, its successors and encumbrance to this Agreementassigns, Tenant's interest hereunder and Tenant's leasehold interest in and to that the Leased Property irrespective rights of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Tenant under the Lease shall not be upon terminated, and the express condition that possession of the validity of this Lease shall be recognized Property by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Tenant shall not be disturbed by any holder of any Mortgage or by any proceeding on the debt which any such Mortgagee unless Mortgage secures, or by any person, firm or corporation whose rights were acquired as a result of such proceeding or by virtue of a right or power contained in any such Mortgage or the debt secured thereby and until that any sale at foreclosure will be subject to this Lease, so long as the Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession performs its obligations hereunder shall have been terminated or shall be terminable in accordance with the provisions terms hereof. If the Property is subject to a Mortgage as of the date of this Lease. The foregoing subordination and non-disturbance provisions , the Landlord shall use reasonable efforts to provide the Tenant with the agreement contemplated by the forgoing sentence from the holder of such Mortgage within sixty (60) days from the date of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 5 contracts
Samples: Lease Agreement (Great White Energy Services, Inc.), Lease Agreement (Great White Energy Services, Inc.), Lease Agreement (Great White Energy Services, Inc.)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority Lease and all other respects rights of Tenant hereunder are subject and subordinate to any mortgage or mortgages, blanket or otherwise, made by Landlord and which do now or may hereafter affect the Property or the Building; and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground or other lease, or similar instrument now or hereafter placed against the Building; provided that the foregoing subordination shall only be effective as to a mortgagee that has offered to enter into a commercially reasonable subordination, non-disturbance and attornment agreement with Tenant (“SNDA”), and does in fact enter into a SNDA with Tenant if Tenant accepts such offer, under the terms of which (in addition to other commercially reasonable provisions) such Mortgagee shall agree that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant’s occupancy under, on and subject to the terms hereof shall not be disturbed. Landlord represents and warrants that as of the date of execution of this Lease, there is no mortgage on the Building or the Property. Tenant shall upon demand at any time or times execute, acknowledge and deliver to Landlord any and all instruments that may be reasonably necessary to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination subject to the terms of the SNDA. Each of the parties shall bear its own costs in connection with the subordination and security interests the SNDA. Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any mortgage with respect to which it has been delivered a SNDA, to attorn to the purchaser upon any such foreclosure sale if so requested to do by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time-to-time, upon the request of Landlord or of any holder of such mortgage or of such purchaser, any instrument which may be necessary or appropriate, in the reasonable judgment of the requesting party, in any such foreclosure proceeding or otherwise to evidence such attornment. Tenant waives the provisions of any statute or rule of law, now or hereafter in force and effect upon effect, which may give or encumbering Landlord's interest purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder in the Leased Propertyevent any such foreclosure proceeding is brought, prosecuted or completed. Tenant and Landlord further agree that if so requested by any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any mortgagee of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon made superior to any such mortgage and that they will execute such documents as may be required by such mortgagee to effect the express condition that the validity superiority of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage. Following the execution of this Lease, Landlord shall request and use reasonable efforts to obtain from the DOT a recognition agreement, on commercially reasonable terms, pursuant to which the DOT agrees that so long as Tenant is not in default beyond applicable periods of notice and cure of its obligations under this Lease, Tenant's possession ’s occupancy under, on and right of use under this Lease in and subject to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) terms hereof shall not be disturbed by such Mortgagee unless and until Tenant shall breach any in the event of a termination of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Underlying Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 4 contracts
Samples: Office Lease (Wayfair Inc.), Office Lease (Wayfair Inc.), Office Lease (Wayfair LLC)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest (a) Anything contained in and this Note to the Leased Property are hereby agreed contrary notwithstanding, the indebtedness evidenced by Tenant to this Note shall be subordinate and are hereby made junior, inferiorto the extent set forth in the following paragraphs (A), subordinate (B), (C) and subject (D), to all Senior Indebtedness of the Borrowers. "Senior Indebtedness" shall mean the principal of, premium, if any, and interest (including any interest accruing subsequent to the filing of a petition of bankruptcy at the rate provided for in rightthe documentation with respect thereto, titlewhether or not such interest is an allowed claim under applicable law and including any loans made to any Borrower as a debtor in possession in any bankruptcy proceeding by any persons who were the holders of any Senior Indebtedness on the date such bankruptcy proceeding was commenced) on, interestand all reasonable fees, lienreimbursement and indemnity obligations, encumbrance, priority and all other respects to obligations arising in connection with, any mortgage indebtedness for borrowed money of any Borrower, contingent or mortgages and security interests otherwise, now outstanding or hereafter in force and effect upon created, incurred, issued, assumed or encumbering Landlord's interest guaranteed in the Leased Propertyfuture, or except for all indebtedness of any portion thereofBorrower due to Cerplex SAS. Without limiting the generality of the foregoing, Senior Indebtedness shall include all Obligations (under and to all collateral assignments by Landlord to as defined in the Loan Agreement), including, without limitation, any third party or parties obligations of any of Landlord's rights the Borrowers under this Agreement or any guaranties in favor of the rentsSenior Lender (as hereinafter defined); notwithstanding the foregoing, issues and profits thereof or therefrom Senior Indebtedness shall include only such Obligations until such time as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, the same are paid in full in cash and all amendments obligations to provide financial accommodations under the Loan Agreement have terminated. For purposes of this Note, "Loan Agreement" shall mean the Loan and supplements to any such mortgageSecurity Agreement, mortgages dated as of April 30, 1998, as amended or assignmentsotherwise modified, and upon recording of any such mortgage, mortgages or assignmentsamong the Borrowers, the same shall be deemed to be prior other borrowers named therein and Greyrock Business Credit, a Division of NationsCredit Commercial Corporation (the "Senior Lender"), together with any agreement entered into in dignityconnection with the restatement, lien and encumbrance to this Agreementrenewal, Tenant's interest hereunder and Tenant's leasehold interest in and extension, restructuring, refunding or refinancing of the obligations under such loan agreement. Notwithstanding anything herein to the Leased Property irrespective contrary (and without limiting any of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"other provisions hereof). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, or event of default with respect to such mortgagethe subordinated debt evidenced by this Note, Tenant's possession and right the holder of use under this Lease in and Note will take no action to accelerate or enforce this Note or any rights or remedies relating thereto against the Borrowers (including without limitation the commencement of, or joining in, any involuntary bankruptcy petition or similar judicial proceeding against the Borrowers) until the expiration of six months after written notice of default is given by the holder to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawSenior Lender.
Appears in 4 contracts
Samples: Cerplex Group Inc/De, Cerplex Group Inc/De, Cerplex Group Inc/De
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to If the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all Borrower or any other respects to any mortgage or mortgages and security interests Loan Party is now or hereafter becomes indebted to one or more Guarantors including with respect to any Permitted Intercompany Mortgage (such indebtedness and all interest thereon and other obligations with respect thereto being referred to as “Affiliated Debt”), then such Affiliated Debt shall be subordinate in force all respects to the full payment and effect upon or encumbering Landlord's interest in performance of the Leased Property, or any portion thereofObligations, and no Guarantor shall be entitled to all collateral assignments by Landlord enforce or receive payment with respect to any third party Affiliated Debt until such time as the Obligations have been irrevocably paid in full and the commitments relating thereto have expired or parties been terminated; provided that, so long as no Event of any of Landlord's rights under this Agreement or the rentsDefault has occurred and is continuing, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements a Guarantor may receive payments with respect to any such mortgageAffiliated Debt including the payment in full of same. Each Guarantor agrees that any Liens, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgagesdeeds of trust, security interests, assignmentsjudgment liens, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination charges or other encumbrances upon the Borrower’s or any other Loan Party’s assets securing the payment of this Lease the Affiliated Debt shall be and remain subordinate and inferior to any Liens, security interests, judgment liens, charges or other encumbrances upon the express condition that Borrower’s or any other Loan Party’s assets securing the validity payment and performance of this Lease the Obligations. If an Event of Default exists, then, without the prior written consent of the Administrative Agent, no Guarantor shall exercise or enforce any creditor’s rights of any nature against the Borrower or any other Loan Party to collect the Affiliated Debt (other than demand payment therefor) or enforce any such Liens, security interests, judgment liens, charges or other encumbrances. In the event of the receivership, bankruptcy, reorganization, arrangement, debtor’s relief or other insolvency proceedings involving the Borrower or any applicable Loan Party as a debtor, the Administrative Agent has the right and authority, either in its own name or as attorney-in-fact for any applicable Guarantor, to file such proof of debt, claim, petition or other documents and to take such other steps as are necessary to prove its rights hereunder and receive directly from the receiver, trustee or other court custodian, payments, distributions or other dividends which would otherwise be recognized by payable upon the MortgageeAffiliated Debt. Each Guarantor hereby assigns such payments, distributions and dividends to the Administrative Agent, and thatirrevocably appoints the Administrative Agent as its true and lawful attorney-in-fact (which appointment is coupled with an interest) with authority to make and file in the name of such Guarantor any proof of debt, notwithstanding any default by the mortgagoramendment of proof of debt, with respect to claim, petition or other document in such mortgage, Tenant's possession and right of use under this Lease in proceedings and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction receive payment of any sums becoming distributable on account of the Leased Property) shall not be disturbed by such Mortgagee unless Affiliated Debt, and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation other documents and to give acquittances therefor and to do and perform all such other acts and things for and on behalf of such Guarantor as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest reasonably necessary in the Reserve and opinion of the funds therein; and (b) Administrative Agent in order to facilitate or allow Landlord to encumber have the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of Affiliated Debt allowed in any such Facility Mortgageproceeding and to receive payments, Tenant shall fail distributions or refuse dividends of or shall have not executed any such further instrument or agreement on account of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthe Affiliated Debt.
Appears in 3 contracts
Samples: Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust), Credit Agreement (Pebblebrook Hotel Trust)
Subordination. (a) This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in subordinate to each mortgage (a “Superior Mortgage”) and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests each underlying lease (a “Superior Lease”) which may now or hereafter affect all or any portion of the Project or any interest therein. The lessor under a Superior Lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of this Lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not result in force and effect upon a material increase in Tenant’s obligations under this Lease or encumbering Landlord's interest a material reduction in the Leased Propertybenefits available to Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior Lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this Lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this Lease); provided, that any Successor Landlord shall not be (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the Project or the Premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any portion thereofamendment, and to all collateral assignments by Landlord to any third party modification, abridgment, cancellation or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements surrender of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon made without the express condition that the validity consent of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed Successor Landlord. Upon request by such Mortgagee unless and until Successor Landlord, Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further an instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in instruments, reasonably requested by such Successor Landlord, confirming the Leased Property to any such Facility Mortgageattornment provided for herein, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that but no such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation necessary to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawmake such attornment effective.
Appears in 3 contracts
Samples: Lease (FaceBank Group, Inc.), Lease (Y-mAbs Therapeutics, Inc.), Lease (Y-mAbs Therapeutics, Inc.)
Subordination. This AgreementAny and all rights of Guarantor under any and all debts, Tenant's interest hereunder liabilities and Tenant's leasehold interest obligations owing from Borrower to Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, are hereby subordinated in and right of payment to the Leased Property are hereby agreed by Tenant to be prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and are hereby made juniorany assignee, inferiortrustee in bankruptcy, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Propertyreceiver, or any portion thereofother person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all collateral assignments by Landlord rights to any third party or parties of and all debts, liabilities and obligations owing from Borrower to Guarantor, including any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording guaranties of any such mortgageobligations, mortgages whether now existing or assignmentshereafter arising, including without limitation any payments, dividends or distributions out of the same business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be deemed received and held as trustee for the benefit of GBC and shall forthwith be paid over to GBC to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and applied to the Leased Property irrespective Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any other right or remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of the dates of execution, delivery or recordation of Guarantor hereunder. Guarantor hereby expressly waives any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated set-off or shall be terminable in accordance with assert any counterclaim against Borrower. *After the provisions occurrence and during the continuance of this Lease. The foregoing subordination and non-disturbance provisions an Event of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.Default
Appears in 3 contracts
Samples: Sa Telecommunications Inc /De/, Sa Telecommunications Inc /De/, Sa Telecommunications Inc /De/
Subordination. This AgreementLease and all rights of Tenant hereunder are subject and subordinate to any deed of trust, Tenant's mortgage or other instrument of security which does now or may hereafter cover the Building and the Land or any interest hereunder and Tenant's leasehold interest in of Landlord therein, and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorany [****] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, inferiorMARKED BY BRACKETS, subordinate and subject in rightHAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, title, interest, lien, encumbrance, priority AS AMENDED. and all other respects to any mortgage or mortgages and advances made on the security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to any and all collateral assignments by Landlord to any third party or parties increases, renewals, modifications, consolidations, replacements and extensions of any of Landlord's rights under this Agreement such deed of trust, mortgage or the rents, issues instrument of security. This provision is hereby declared by Landlord and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord Tenant to such third party or parties, be self-operative and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same no further instrument shall be deemed required to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any effect such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination Tenant shall, however, upon demand at any time or times execute, acknowledge and non-disturbance provisions deliver to Landlord any and all instruments and certificates that, in the judgment of this Section shall Landlord, may be automatic necessary or proper to confirm or evidence such subordination. Tenant further covenants and self-operative without agrees upon demand by Landlord’s mortgagee at any time, before or after the necessity institution of any proceedings for the foreclosure of any such deed of trust, mortgage or other instrument of security, or sale of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property Building pursuant to any such Facility Mortgagedeed of trust, in confirmation mortgage or furtherance other instrument of security or in addition voluntary sale, to attorn to the foregoing subordination provisions purchaser upon any such sale and to recognize and attorn to such purchaser as Landlord under this Lease, provided such purchaser performs all of this SectionLandlord’s obligations under the Lease and agrees not to disturb Tenant’s possession of the Premises. Landlord shall use reasonable efforts to obtain, within sixty days after the Lease Execution Date, a commercially reasonable nondisturbance agreement for the benefit of Tenant shall promptly execute and deliver from the same to the requesting party (provided that such instrument beneficiary under any deed of trust, mortgage or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any other security interest in Landlord's interest in (“Mortgagee”) covering the Reserve and the funds therein; and (b) Complex. Tenant’s subordination to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt any future Mortgagee is conditioned upon Tenant receiving a commercially reasonable form of a written request by Landlord or the holder or proposed holder of any nondisturbance agreement from such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawMortgagee.
Appears in 3 contracts
Samples: Lease Agreement, Lease Agreement (Elevate Credit, Inc.), Lease Agreement (Elevate Credit, Inc.)
Subordination. This AgreementLease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant's interest hereunder , Tenant agrees to promptly execute, acknowledge and Tenant's leasehold interest in deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to the Leased Property are hereby agreed by Tenant cause this Lease to be and are hereby made junior, inferior, become and remain subject and subordinate and subject in right, title, interest, lien, encumbrance, priority to any and all other respects to any mortgage ground or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgageunderlying leases, mortgages or assignments, and upon recording deeds of any such mortgage, mortgages or assignmentstrust which may hereafter be executed covering the Premises, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Project or the Leased Property irrespective of the dates of execution, delivery property or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignmentsrenewals, modifications, extensionsconsolidations, renewalsreplacements or extensions thereof, amendmentsfor the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, supplements together with interest thereon and replacement being subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a "Facility Mortgage")written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. The Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease shall be to any such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the express condition that the validity lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any notices of Landlord’s default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease. The foregoing subordination Lease and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity obligations of the execution Tenant hereunder in the event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsale.
Appears in 3 contracts
Samples: Standard Office Lease (Entropic Communications Inc), Standard Office Lease (Alliance Bancshares California), Standard Office Lease (1st Pacific Bancorp)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to option of Landlord or any mortgage or mortgages and lender of Landlord’s that obtains a security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyBuilding, this Lease shall be either superior or any portion thereofsubordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof; provided, amendments, supplements and replacement being a "Facility Mortgage"). The subordination that so long as no Event of Default exists under this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgageLease, Tenant's ’s possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction quiet enjoyment of the Leased Property) Premises shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable not terminate in accordance with the provisions event of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution termination of any further instrument such ground or agreement underlying lease, or the foreclosure of subordination on the part any such mortgage or deed of Tenanttrust, to which this Lease has been subordinated pursuant to this Section. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument documents or agreement of subordination of this Agreement agreements requested by Landlord or Tenant's interest hereunder such lessor or Tenant's leasehold interest lender which provide Tenant with the non-disturbance protections set forth in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall promptly become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all instruments as may be required from time to time to subordinate the same rights of Tenant under this Lease to any ground or underlying lease or to the requesting party lien of any mortgage or deed of trust (provided that such instrument or agreement also reflects instruments include the non-disturbance nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Further, Tenant agrees that it will, from time to time, execute such documentation as may any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be requested by Landlord and responsible for any Mortgagee (a) to assist Landlord and such Mortgagee in establishing act or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt omission of a written request prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it is not actually received by Landlord such purchaser or bound by any rent paid for more than the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be current month in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawwhich the foreclosure occurred.
Appears in 3 contracts
Samples: Lease (Netlist Inc), Lease (Bakbone Software Inc), Lease (4-D Neuroimaging)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to option of Landlord or any mortgage or mortgages and lender of Landlord’s that obtains a security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyBuilding, this Lease shall be either superior or any portion thereofsubordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof; provided, amendments, supplements and replacement being a "Facility Mortgage"). The subordination that so long as no Event of Default exists under this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgageLease, Tenant's ’s possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction quiet enjoyment of the Leased Property) Premises shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable not terminate in accordance with the provisions event of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution termination of any further instrument such ground or agreement underlying lease, or the foreclosure of subordination on the part any such mortgage or deed of Tenanttrust, to which this Lease has been subordinated pursuant to this Section. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument commercially reasonable documents or agreement of subordination of this Agreement agreements requested by Landlord or Tenant's interest hereunder such lessor or Tenant's leasehold interest lender which provide Tenant with the non-disturbance protections set forth in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall promptly become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time to subordinate the same rights of Tenant under this Lease to any ground or underlying lease or to the requesting party lien of any mortgage or deed of trust (provided that such instrument or agreement also reflects instruments include the non-disturbance nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Further, Tenant agrees that any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it will, from time is not actually received by such purchaser or bound by any rent paid for more than the current month in which the foreclosure occurred. Landlord shall use its reasonable diligence to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest obtain the instrument described in the Reserve and foregoing from the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgageground or underlying lease and/or of any mortgage or deed of trust of record as of the execution of this Lease. Within sixty (60) days of the execution hereof, as a condition precedent to Tenant’s obligations under this Lease, Landlord shall deliver to Tenant executed and notarized nondisturbance agreements in writing from any lenders whose debt is secured by all or a portion of the Project, in form and content provided for in the applicable underlying financing documents, stating that so long as Tenant is not in default under any of the terms, covenants, conditions, or agreements of this Lease, this Lease and all of the terms, provisions, and conditions of this Lease, shall remain in full force and effect, and neither this Lease, nor Tenant’s rights nor Tenant’s possession of the Premises will be disturbed during the Term of this Lease or any extension thereof. Tenant shall fail or refuse reimburse Landlord for, or shall have not executed any pay directly, all costs assessed by said lender (in excess of One Thousand Dollars ($1,000.00)) in connection with obtaining such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawnondisturbance agreement(s).
Appears in 3 contracts
Samples: Sublease Agreement (Prometheus Biosciences, Inc.), Sublease Agreement (Prometheus Biosciences, Inc.), Lease (Prometheus Biosciences, Inc.)
Subordination. This Agreement, Tenant's interest hereunder A. Tenant covenants and Tenant's leasehold interest in agrees with Landlord that this Lease Agreement is subject and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and mortgage, deed of trust, ground lease and/or security interests agreement which may now or hereafter in force and effect upon or encumbering Landlord's interest in encumber the Leased Property, Complex or any portion thereofinterest of Landlord therein and/or the contents of the Building, and to all collateral assignments by Landlord any advances made on the security thereof and to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensionsincreases, renewals, consolidations modifications, consolidations, replacements and replacements of, and all amendments and supplements to extensions thereof; provided any such subordination to a mortgage, mortgages or assignmentsdeed of trust, and upon recording of any such mortgage, mortgages or assignments, ground lease and/or security agreement executed after the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease Effective Date shall be upon the express condition that the validity of this Lease Agreement shall be recognized by the Mortgageemortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. hi the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease, mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Tenant will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be (a) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (b) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and that(f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, notwithstanding whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the mortgagor, with respect right to such mortgage, Tenant's possession and right of use under terminate this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Agreement, Tenant shall not be disturbed by exercise such Mortgagee right unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to assist Landlord and the lessor under any such Mortgagee in establishing land or perfecting any security interest in Landlord's interest in the Reserve ground lease and the funds therein; holder(s) of any such mortgage or deed of trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to facilitate cure or allow Landlord cause to encumber the Leased Property as herein contemplated. If, be cured said default within thirty (30) days following Tenant's from the receipt of a written request by Landlord or the holder or proposed holder such notice from Tenant. This Lease Agreement is further subject to and subordinate to all matters of any such Facility Mortgagerecord in Xxxxxx County, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTexas.
Appears in 2 contracts
Samples: Lease Agreement (Bellicum Pharmaceuticals, Inc), Lease Agreement (Bellicum Pharmaceuticals, Inc)
Subordination. This AgreementConditioned upon the beneficiary of any mortgages and/or deeds of trust now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease so long as Tenant is not in default in the performance of its obligations hereunder, and, in the event of the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or hereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements Lease superior to any such mortgageinstrument, mortgages then by notice to Tenant from such mortgagee, trustee or assignmentsholder, this Lease shall be deemed superior to such Lien, whether this Lease was executed before or after said mortgage or deed of trust. Subject to the foregoing, Tenant at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and upon recording subordinating this Lease to the lien of any such mortgage. For purposes of this section, mortgages or assignments, the same shall Landlord will be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to have satisfied the Leased Property irrespective condition of obtaining an Attornment Agreement if the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized form thereof required by the Mortgagee, and that, notwithstanding any default mortgagee is a type or form that is customarily given by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until institutional lenders; provided that Tenant shall breach any of have the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property attempt to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.negotiate more favorable terms:"
Appears in 2 contracts
Samples: Commercial Lease Agreement (Mannatech Inc), Commercial Lease Agreement (Mannatech Inc)
Subordination. This AgreementAt the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofPremises, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgage or deed of trust, to which Tenant has subordinated this Lease pursuant to this Section 13.1. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following written request of Landlord (or the beneficiary under any deed of trust encumbering the Premises), execute and deliver all reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any commercially reasonable subordination, nondisturbance and attornment agreement) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its deed of trust to this Lease. Notwithstanding this Section 13.1, Tenant shall only be obligated to subordinate its leasehold interest to any mortgage, mortgages deed of trust, or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be underlying lease now or hereafter placed upon the express condition Premises if the instrument evidencing such subordination does not require Tenant to increase its leasehold obligations and if the holder of such mortgage or deed of trust or the landlord under such underlying lease will grant to Tenant a commercially reasonable non-disturbance agreement, which will provide that the validity of this Lease shall be recognized by the Mortgagee, and thatTenant, notwithstanding any default by of Landlord hereunder, shall have the mortgagor, with respect right to such mortgage, Tenant's remain in possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable Premises in accordance with the terms and provisions of this Lease for so long as Tenant shall not be in default under this Lease. The foregoing subordination Tenant acknowledges that Landlord’s mortgagees and nonsuccessors-disturbance provisions in-interest and all beneficiaries under deeds of trust encumbering the Premises are intended third party beneficiaries of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law13.1.
Appears in 2 contracts
Samples: Lease Agreement (Columbia Care Inc.), Lease Agreement (Columbia Care Inc.)
Subordination. This Agreement, Tenant's interest hereunder Lease and Tenant's leasehold interest in and to the Leased Property are hereby agreed by rights of Tenant to shall be and are hereby made junior, inferior, subject and subordinate and subject in right, title, interest, lien, encumbrance, priority and at all other respects times to the lien of any first mortgage or mortgages and security interests deed of trust now or hereafter in force and effect upon or encumbering Landlord's interest against the Premises, provided, however, that (i) in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties case of any mortgage or deed of Landlord's rights under trust encumbering the Premises as of the date of this Agreement Lease, Landlord will obtain, prior to the commencement of the Lease Term, an agreement between the beneficiary or the rents, issues mortgagee thereof and profits thereof or therefrom Tenant that so long as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest no default exists hereunder and Tenant's leasehold interest in and Tenant attorns to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect Landlord’s successor pursuant to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination , no termination of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant’s possession of the Premises and non-disturbance this Lease shall remain in full force and effect; and (ii) in the case of any first mortgage or deed of trust encumbering the Premises after the date hereof, the beneficiary or mortgagee thereof agrees, either in such encumbrance or in a separate agreement with Tenant, that so long as no default exists under this Lease and Tenant attorns pursuant to Landlord’s successor pursuant to the provisions of this Section Lease, no foreclosure of such encumbrance (or any proceeding in connection therewith) shall be automatic and self-operative without the necessity disturb Tenant’s possession of the execution of any further instrument or agreement of subordination on the part of TenantPremises and this Lease shall remain in full force and effect. Tenant acknowledges at any time and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, upon not less than ten (10) business days’ prior written notice from Landlord, shall execute such documentation further instruments confirming the subordination of this Lease to the lien of any such first mortgage or deed of trust as may shall be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in . In the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder case of any such Facility Mortgageconflict between the provisions of any mortgage or deed of trust encumbering the Premises and this Lease, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach the terms and default of its obligation to do so and provisions of this Agreement Lease will govern and Landlord shall be entitled thereupon to exercise any control (including without limitation, the provisions of Articles 12 and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law13).
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Spectrum Pharmaceuticals Inc)
Subordination. This Agreement, Tenant's interest hereunder A. Tenant covenants and Tenant's leasehold interest in agrees with Landlord that this Lease Agreement is subject and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and mortgage, deed of trust, ground lease and/or security interests agreement which may now or hereafter in force and effect upon or encumbering Landlord's interest in encumber the Leased Property, Complex or any portion thereofinterest of Landlord therein and/or the contents of the Building, and to all collateral assignments by Landlord any advances made on the security thereof and to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensionsincreases, renewals, consolidations modifications, consolidations, replacements and replacements of, and all amendments and supplements to extensions thereof; provided any such subordination to a mortgage, mortgages or assignmentsdeed of trust, and upon recording of any such mortgage, mortgages or assignments, ground lease and/or security agreement executed after the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease Effective Date shall be upon the express condition that the validity of this Lease Agreement shall be recognized by the Mortgageemortgagee or ground lessor and that the rights of Tenant shall remain in full force and effect during the Term so long as Tenant shall continue to perform all the covenants and conditions of this Lease Agreement. In confirmation of such subordination, however, at Landlord’s request Tenant shall execute promptly any appropriate certificate or instrument that Landlord may request, provided such subordination includes a commercially reasonable non-disturbance provision. In the event of the enforcement by the ground lessor, the trustee, the beneficiary or the secured party under any such ground lease, mortgage, deed of trust or security agreement of the remedies provided for by law or by such ground lease, mortgage, deed of trust or security agreement, Tenant will automatically become the Tenant of such ground lessor or successor in interest without any change in the terms or other provisions of this Lease Agreement; provided, however, that such ground lessor or successor in interest shall not be (a) bound by any payment of Rent for more than one month in advance except prepayments in the nature of security for the performance by Tenant of its obligations under this Lease Agreement to the extent such prepayments have been delivered to such successor in interest, (b) bound by any amendment or modification of this Lease Agreement made without the written consent of such ground lessor or such successor in interest (c) liable for any previous act or omission of the Landlord, (d) subject to any credit, demand, claim, counterclaim, offset or defense which theretofore accrued to Tenant against the Landlord, (e) required to account for any security deposit of Tenant other than any security deposit actually delivered to lender by Landlord and that(f) responsible for any monies owing by Landlord to Tenant. Upon request by such ground lessor or successor in interest, notwithstanding whether before or after the enforcement of its remedies, Tenant shall execute and deliver an instrument or instruments confirming and evidencing the attornment herein set forth. Notwithstanding anything contained in this Lease Agreement to the contrary, in the event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the mortgagor, with respect right to such mortgage, Tenant's possession and right of use under terminate this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Agreement, Tenant shall not be disturbed by exercise such Mortgagee right unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) Tenant gives written notice of such default (which notice shall specify the exact nature of said default and how the same may be cured) to assist Landlord and the lessor under any such Mortgagee in establishing land or perfecting any security interest in Landlord's interest in the Reserve ground lease and the funds therein; holder(s) of any such mortgage or deed of trust or security agreement who has theretofore notified Tenant in writing of its interest and the address to which notices are to be sent, and (b) said lessor and holder(s) fail to facilitate cure or allow Landlord cause to encumber the Leased Property as herein contemplated. If, be cured said default within thirty (30) days following Tenant's from the receipt of a written request by Landlord or the holder or proposed holder such notice from Tenant. This Lease Agreement is further subject to and subordinate to all matters of any such Facility Mortgagerecord in Xxxxxx County, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTexas.
Appears in 2 contracts
Samples: Lease Agreement (Bellicum Pharmaceuticals, Inc), Lease Agreement (Bellicum Pharmaceuticals, Inc)
Subordination. This AgreementConditioned upon the beneficiary of any mortgages and/or deeds of trust now existing or hereafter placed upon the Premises entering into an agreement (herein an ATTORNMENT AGREEMENT) with Tenant in which such beneficiary agrees not to disturb the possession and other rights of Tenant under this Lease so long as Tenant is not in default in the performance of its obligations hereunder, and, in the event of the acquisition of title by such beneficiary through foreclosure proceedings or a deed in lieu of foreclosure, to accept Tenant as tenant of the Premises under the terms and conditions of this Lease, Tenant accepts this Lease subject and subordinate to any mortgages and/or deeds of trust now or hereafter constituting a lien or charge upon the Premises, provided, however, that if the mortgagee, trustee, or holder of any such mortgage or deed of trust elects to have Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements Lease superior to any such mortgageinstrument, mortgages then by notice to Tenant from such mortgagee, trustee or assignmentsholder, this Lease shall be deemed superior to such lien, whether this Lease was executed before or after said mortgage or deed of trust. Subject to the foregoing, Tenant, at any time hereafter on demand, shall execute any instruments, releases or other documents that may be required by any mortgagee for the purpose of subjecting and upon recording subordinating this Lease to the lien of any such mortgage. For purposes of this section, mortgages or assignments, the same shall Landlord will be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to have satisfied the Leased Property irrespective condition of obtaining an Attornment Agreement if the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized form thereof required by the Mortgageemortgagee is a type of form that is customarily given by institutional lenders, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until provided that Tenant shall breach any of have the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property attempt to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawnegotiate more favorable terms.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Mannatech Inc), Commercial Lease Agreement (Mannatech Inc)
Subordination. This AgreementLease, Tenant's interest hereunder the Term and Tenant's leasehold interest in estate hereby granted, are and shall be subject and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any lien of each mortgage or mortgages and security interests which may now or at any time hereafter in force and effect upon or encumbering affect Landlord's ’s interest in the Leased Propertyreal property, Building, parking facilities, Common Areas or portions thereof and/or the land thereunder (an “underlying mortgage”), regardless of the interest rate, the terms of repayment, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties the use of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording proceeds of any such mortgage, mortgages . Tenant shall from time to time execute and deliver such instruments as Landlord or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation holder of any such mortgagemortgage may reasonably request to confirm the subordination provided in this Section 14.1. Landlord shall use commercially reasonable efforts deliver to Tenant for execution a commercial non-disturbance agreement from EUROHYPO AG, mortgages or assignments New York Branch, as Administrative Agent on behalf of a syndicate of lenders (such mortgagescollectively, mortgagesthe “Lender”) which is the beneficiary under a first-lien deed of trust encumbering the Building, security interests, assignments, modifications, extensions, renewals, amendments, supplements in the form of Exhibit F attached hereto and replacement being made a "Facility Mortgage"part hereof (“SNDA”). The Lender requires that Tenant and Xxxxxxxx execute the SNDA prior to Xxxxxx’s execution thereof. Except with respect to the initial SNDA from the existing Lender as of the date hereof, Tenant shall pay the costs [***] = CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION. associated with Xxxxxx’s processing (and, if revisions are requested by Xxxxxx, negotiating any modifications to such instrument) of such SNDA, including any legal fees incurred with respect thereto, not to exceed $[***]. As a condition to the subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding to any default by the mortgagor, with respect to such future underlying mortgage, Tenant's possession and right Landlord agrees to obtain for the benefit of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction Tenant a commercially reasonable form of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and subordination, non-disturbance provisions of this Section shall be automatic and self-operative without attornment agreement from the necessity of the execution of any further instrument lender or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationlessor, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgageas applicable, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawunder every underlying mortgage.
Appears in 2 contracts
Samples: Office Lease (Blackline, Inc.), Office Lease (Blackline, Inc.)
Subordination. This Agreement(a) Subject to any mortgagee's or ground lessor's election, Tenant's interest hereunder as hereinafter provided for, and Tenant's leasehold interest subject to the requirements of this Section 24, this Lease is subject and subordinate in all respects to ground leases and/or underlying leases, and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorlien of all mortgages, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests of which may now or hereafter in force and effect upon be placed on or encumbering affect such leases and/or the real property of which the Premises are a part, or any part of such real property, and/or Landlord's interest in the Leased Propertyor estate therein, or and to each advance made and/or hereafter to be made under any portion thereofsuch mortgages, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof and all substitutions therefor. Landlord represents that to the actual knowledge of Landlord no matter of record prohibits or restricts Tenant’s rights to install signage, amendmentsbut this representation shall not apply to any law, supplements regulation, or order of any governmental authority, whether or not same is a matter of record. This Article 24 shall be self-operative and replacement being a "Facility Mortgage")no further instrument or subordination shall be required. The In confirmation of such subordination, Tenant shall execute, acknowledge and deliver promptly any certificate or instrument that Landlord and/or any mortgagee and/or lessor under any ground or underlying lease and/or their respective successors in interest may request. Tenant acknowledges that, where any consent of Landlord is required under this Lease, any consent or approval hereafter given by Landlord may be subject to the further consent or approval of such mortgagee, and the failure or refusal of such mortgagee to give such consent or approval shall, notwithstanding anything to the contrary in this Lease contained, constitute reasonable justification for Landlord’s withholding its consent or approval. Notwithstanding anything to the contrary in this Article 24 contained, as to any future mortgages, ground leases, and/or underlying lease or deeds of trust, the herein provided subordination of this Lease and attornment shall be upon effective only if the express condition that mortgagee, ground lessor or trustee therein, as the validity case may be, agrees, by a written instrument in recordable form and in the commercially reasonable, customary form of such mortgagee, ground lessor, or trustee (“Nondisturbance Agreement”) that, as long as Tenant shall not be in terminable default of the obligations on its part to be kept and performed under the terms of this Lease shall be recognized by the MortgageeLease, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in will not be affected and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall Txxxxx’s possession hereunder will not be disturbed by any default in, termination, and/or foreclosure of, such Mortgagee unless and until mortgage, ground lease, and/or underlying lease or deed of trust, as the case may be. Tenant shall breach be responsible for paying any of fees or expenses charged by such mortgagee, ground lessor or trustee in connection with any future Nondisturbance Agreement. Notwithstanding the provisions hereof and this Lease or Tenant's right foregoing Landlord agrees to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and obtain a subordination, non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or attornment agreement of subordination on the part of Tenant. for Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest from its current mortgagee in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation form attached hereto as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawExhibit 8.
Appears in 2 contracts
Samples: Confidentiality Agreement (Hubspot Inc), Confidentiality Agreement (Hubspot Inc)
Subordination. This Agreement, Tenant's interest hereunder The rights and Tenant's leasehold interest interests of Tenant under this Lease and in and to the Leased Property are hereby agreed by Tenant Premises shall be subject and subordinate to be all easements and are hereby made juniorrecorded restrictions, inferiorcovenants, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects agreements pertaining to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyProject, or any portion part thereof, and to all collateral assignments by Landlord to any third party or parties deeds of any of Landlord's rights under this Agreement or the rentstrust, issues mortgages, and profits thereof or therefrom as other security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, instruments and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof (the “Security Documents”) heretofore or hereafter executed by Landlord covering the Premises, amendmentsthe Building or any part of the Project, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights same extent as if the Security Documents had been executed, delivered and recorded prior to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions execution of this Lease. After Tenant’s receipt of a notice from Landlord that it has entered into one or more Security Documents, then, during the term of such Security Documents, Tenant shall deliver to the holder or holders of all Security Documents a copy of all notices to Landlord and shall grant to such holder or holders the right to cure all defaults, if any, of Landlord hereunder within the same time period provided in this Lease for curing such defaults by Landlord and, except with the prior written consent of the holder or holders of the Security Documents, shall not surrender or terminate this Lease except pursuant to a right to terminate expressly set forth in this Lease. Tenant shall attorn to any holder of any Security Documents or its successor in interest by foreclosure or otherwise. The provisions of this subsection shall be seIf-operative and shall not require further agreement by Tenant; however, at the request of Landlord, Tenant shall execute such further documents as may be required by the holder of any Security Documents. At any time and from time to time upon not less than ten (10) days’ prior notice by Landlord, Tenant shall execute, acknowledge and deliver to the Landlord a written estoppel certificate certifying: (i) the Rentable Area of the Premises, (ii) the Commencement Date and Expiration Date of this Lease, (iii) the Base Rent and Additional Rent, (iv) that this Lease is unmodified and in full force and effect, or if there have been modifications, that the same is in full force and effect as modified and stating the modifications, (v) whether or not the Landlord is in default in the keeping, observance or performance of any covenant, agreement, term, provision or condition of this Lease and, if so, specifying each such default, (vi) that Tenant has unconditionally accepted and occupied the Premises, (vii) that all requirements of the Lease have been complied with and no charges, set-offs or other credits exist against any rentals, (viii) that Tenant has not assigned, pledged, sublet, or otherwise transferred any interest in this Lease, or the nature of any of the foregoing subordination effectuated by Tenant in accordance with this Lease; and (ix) such other matters as Landlord may reasonably request, it being intended that any such statement may be relied upon by Landlord, any prospective purchaser, mortgagee or assignee of any mortgage of the Building or the Project or of the Landlord’s interest therein. At Tenant’s written request, Landlord shall use commercially reasonable efforts to secure from the holder of the Security Documents (such holder, “Landlord’s Mortgagee”) a non-disturbance provisions of this Section shall be automatic and self-operative without agreement on the necessity standard form of the execution Landlord’s Mortgagee with or for the benefit of any further instrument or agreement Tenant whereby the Landlord’s Mortgagee agrees not to disturb Tenant’s possession of subordination on the part of Tenant. Premises provided Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationis not in Default; provided, however, Landlord shall have no liability if Landlord or Landlord’s Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property does not agree to any provide such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the a non-disturbance provisions set forth above)agreement notwithstanding Landlord’s commercially reasonable efforts to secure the same. Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be responsible for any charges, fees or costs assessed by any Landlord’s Mortgagee in breach and default providing any non-disturbance agreement. “Commercially reasonable efforts” of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon not require Landlord to exercise incur any and all remedies available cost, expense or liability to Landlord pursuant to this Agreement or otherwise provided by lawobtain such a non-disturbance agreement.
Appears in 2 contracts
Samples: Lease Agreement (Upland Software, Inc.), Lease Agreement (Upland Software, Inc.)
Subordination. This Agreement31.1. Tenant agrees: (a) that, except as hereinafter provided, the Lease is, and all of Tenant's ’s rights hereunder are and shall always be, subject and subordinate to any mortgage, or a lease of Landlord’s property in a sale-leaseback pursuant to which Landlord has or shall retain the right of possession of the Demised Premises and the Property, or other security instrument (collectively called a “Mortgage”) that now exist, or may hereafter be placed upon the Demised Premises or the Center, and/or the land of which it is a part, or any part thereof and all advances made or to be made thereunder and the interest hereunder thereon, and Tenant's leasehold interest all renewals, replacements, modifications, consolidations, or extensions thereof and (b) that if the holder of any such Mortgage (“Mortgagee”) or if the purchaser at any foreclosure sale or at any sale under a power of sale contained in any Mortgage shall at its sole option so request, Tenant will attorn to, and recognize such Mortgagee or purchaser, as the case may be, as Landlord under the Lease for the balance then remaining of the term of the Lease, subject to all terms of the Lease; and (c) that the aforesaid provisions shall be self-operative and no further instrument or document shall be necessary unless required by any such Mortgagee or purchaser; provided, however, that the effectiveness of any such subordination is subject to the Leased Property are hereby agreed by condition that Landlord shall obtain from any Mortgagee a non-disturbance agreement in form reasonably acceptable to Tenant, that provides so long as Tenant pays all rent when due and materially observes all other covenants and obligations on its part to be observed under this Lease, the terms and are hereby made junior, inferior, subordinate and subject conditions of this Lease shall continue in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in full force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's Tenant’s rights under this Agreement Lease and its possession, use and occupancy of the Demised Premises shall not be disturbed during the term of this Lease by the Mortgagee or by any purchaser upon foreclosure of any mortgage, deed of trust or other property right. Notwithstanding anything to the rentscontrary set forth above, issues and profits thereof or therefrom as security for any liability or indebtednessMortgagee may at any time subordinate its Mortgage to the Lease, directwithout Tenant’s consent, indirect or contingent, by execution of Landlord a written document subordinating such Mortgage to such third party or partiesthe Lease to the extent set forth therein, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, thereupon the same Lease shall be deemed prior to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and such Mortgage to the Leased Property irrespective of the extent set forth in such written document without regard to their respective dates of execution, delivery or recordation of any and/or recording and in that event, to the extent set forth in such mortgage, mortgages or assignments (written document such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease Mortgagee shall be upon have the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, same rights with respect to such mortgage, Tenant's possession the Lease as though the Lease had been executed and right of use under this Lease in and a memorandum thereof recorded prior to the Leased Property (including rights to have insurance execution, delivery and condemnation proceeds made available for proper reconstruction recording of the Leased Property) shall not be disturbed by Mortgage and as though the Lease had been assigned to such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this LeaseMortgagee. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Should Landlord or any Mortgagee shall request that Tenant execute and deliver any further instrument or agreement purchaser desire confirmation of either such subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in such attornment, as the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Sectioncase may be, Tenant shall promptly execute upon written request, and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, will execute such documentation as and deliver without charge and on a commercially reasonable form satisfactory to Tenant, Landlord, to the Mortgagee or the purchaser all instruments and/or documents that may be requested by Landlord and any Mortgagee required to acknowledge such subordination and/or agreement to attorn, in recordable form within five (a5) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) business days following Tenant's receipt a request therefor from Landlord, provided such document contains non-disturbance language as set forth above. In the event Tenant fails to execute and deliver the instruments and documents as provided for herein within the time period set forth, Landlord may treat such failure as an Event of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawDefault.
Appears in 2 contracts
Samples: Commercial Lease Agreement (Trevena Inc), Commercial Lease Agreement (Trevena Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and To induce one or more lenders to extend credit to the Leased Property Company, and for the benefit of such lenders, Holder agrees, by its acceptance of this Note, for itself and for each future holder (if any) of this Note, that the obligations evidenced by this Note (the “Subordinated Obligations”) are hereby agreed by Tenant to be and are hereby made junior, inferior, expressly subordinate and subject junior in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and right of payment to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements principal amounts of, and all amendments and supplements to accrued interest on (including, without limitation, any such mortgage, mortgages or assignments, and upon recording interest that accrues after the commencement of any such mortgagecase, mortgages proceeding or assignmentsother action relating to the bankruptcy, insolvency or reorganization of the Company), each loan agreement, bridge note, revolving credit note, term note and other indebtedness, obligation and liability of the Company under any agreement or contract with any Senior Creditor, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold payment or performance of which is expressly secured by a security interest in all or substantially all of the assets of the Company (the “Senior Obligations”). For purposes of this note, “subordinate and junior in right of payment” shall mean that no part of the Subordinated Obligations shall have any claim to the Leased Property irrespective Company’s assets on a parity with or prior to the claim of the dates Senior Obligations. From and after the date of execution, delivery or recordation receipt of notice from any Senior Creditor of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction any of the Leased Property) Senior Obligations, Holder shall not be disturbed by such Mortgagee ask for, demand, sue for, take or receive any payments with respect to all or any part of the Subordinated Obligations or any security therefor, whether from the Company or any other source, unless and until Tenant shall breach the Senior Obligations have been paid in full. Holder further agrees that upon any distribution of money or assets, or readjustment of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity indebtedness of the execution Company whether by reason of foreclosure, liquidation, composition, bankruptcy, arrangement, receivership, assignment for the benefit of creditors or any further instrument other action or agreement proceeding involving the Subordinated Obligations, or the application of subordination on the part assets of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition Company to the foregoing subordination provisions of this Sectionpayment or liquidation thereof, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord Senior Creditors shall be entitled thereupon to exercise receive payment in full in cash of all of the Senior Obligations prior to the payment of any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawpart of the Subordinated Obligations.
Appears in 2 contracts
Samples: Bioject Medical Technologies Inc, Bioject Medical Technologies Inc
Subordination. This AgreementLandlord represents and warrants to Tenant that as of the Commencement Date, Tenant's interest hereunder and Tenant's leasehold interest in and the Property is not encumbered by a mortgage or deed of trust. Notwithstanding the foregoing, the holder or beneficiary of such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument shall have the right to the Leased Property are hereby agreed by Tenant subordinate or cause to be subordinated any such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument to this Lease. Tenant shall have the right to request that any holder or beneficiary of such mortgage, deed of trust, ground lease, vendor’s lien or similar instrument execute a non-disturbance agreement in favor of Tenant on the commercially reasonable standard form utilized by such lender or ground lessor, and are hereby made juniorLandlord shall use commercially reasonable efforts to obtain such executed non-disturbance agreement if so requested by Tenant. At the request of Landlord, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any the holder of such mortgage or mortgages deed of trust or any ground lessor, Tenant shall execute, acknowledge and security interests deliver promptly in recordable form any commercially reasonable instrument or subordination agreement that Landlord or such holder may request; provided that such agreement provides that Tenant’s occupancy will not be disturbed so long as Tenant is not in default under the Lease beyond the expiration of any applicable notice and cure periods. Tenant further covenants and agrees that if the lender or ground lessor acquires the Premises as a purchaser at any foreclosure sale or otherwise, Tenant shall recognize and attorn to such party as landlord under this Lease, and shall make all payments required hereunder to such new landlord without deduction or set-off and, upon the request of such purchaser or other successor, execute, deliver and acknowledge commercially reasonable documents confirming such attornment. Tenant waives the provisions of any law or regulation, now or hereafter in force and effect upon effect, which may give or encumbering Landlord's interest in the Leased Property, purport to give Tenant any right to terminate or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and otherwise adversely affect this Lease or Tenant's right to possession the obligations of Tenant hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to event that any such Facility Mortgage, in confirmation foreclosure or furtherance of termination or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument other proceeding is prosecuted or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawcompleted.
Appears in 2 contracts
Samples: Office Lease (Audentes Therapeutics, Inc.), Office Lease (Audentes Therapeutics, Inc.)
Subordination. This AgreementAt the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease, this Lease shall not be terminated or Tenant's quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgagemortgage or deed of trust, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of to which this Lease has been subordinated pursuant to this Section. In the event of a termination or foreclosure, Tenant shall be become a tenant of and attorn to the successor-in-interest to Landlord upon the express condition same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the validity beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease shall be recognized by and the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right rights of use Tenant under this Lease in and to any ground or underlying lease or to the Leased Property (including rights lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to have insurance and condemnation proceeds made available for proper reconstruction Tenant given at any time, subordinate the lien of the Leased Property) its deed of trust to this Lease. Tenant shall agree that any purchaser at a foreclosure sale or lender taking title under a deed in lieu of foreclosure shall not be disturbed responsible for any act or omission of a prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of any security deposit not actually recovered by such Mortgagee unless and until Tenant shall breach purchaser or bound by any rent paid in advance of the provisions hereof and this Lease or Tenant's right to possession hereunder calendar month in which the transfer of title occurred; provided that the foregoing shall have been terminated or shall be terminable in accordance with not release the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of applicable prior landlord from any further instrument or agreement of subordination on the part of Tenantliability for those obligations. Tenant acknowledges that Landlord's mortgagees and agrees that notwithstanding successors-in-interest and all beneficiaries under deeds of trust encumbering the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions Building are intended third party beneficiaries of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 2 contracts
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Without the Leased Property are hereby agreed necessity of any additional document being executed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in for the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties purpose of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignmentseffecting a subordination, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall and is hereby declared to be recognized by the Mortgagee, subject and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee subordinate at all times to: (a) to assist Landlord all ground leases or underlying leases which may hereafter be executed affecting the Premises and/or the land upon which the Premises and such Mortgagee in establishing Project are situated, or perfecting any security interest in Landlord's interest in the Reserve and the funds thereinboth; and (b) any mortgage or deed of trust which may be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated, or said ground leases or underlying leases, or Landlord's interest or estate in any of said items which is specified as security. Notwithstanding the foregoing, Landlord shall have the right to facilitate subordinate or allow cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord to encumber provided that Tenant shall not be disturbed in its possession under this Lease by such successor in interest so long as Tenant is not in default under this Lease beyond the Leased Property as herein contemplatedexpiration of all applicable grace, notice and cure periods. If, within thirty Within ten (3010) days following after request by Landlord, Tenant shall execute and deliver any commercially reasonable additional documents evidencing Tenant's receipt attornment or the subordination of a written request this Lease with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the form reasonably requested by Landlord or the holder by any ground landlord, mortgagee, or proposed holder beneficiary under a deed of any trust, subject to such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawnondisturbance requirement.
Appears in 2 contracts
Samples: Sublease Agreement (Mp3 Com Inc), Consent to Sublease Agreement (Intuit Inc)
Subordination. This AgreementLease shall be subject and subordinate at all times to (a) the Master Lease, Tenant's interest hereunder (b) all ground leases which may now exist or hereafter be executed affecting the Building, the Project, or the land upon which the Building and Tenant's leasehold interest in Project are situated, or both, and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority any and all other respects to amendments, renewals, modifications, supplements and extensions thereof; and (c) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereofbe executed, and to any and all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesadvances made thereunder, and to interest thereon and all future modifications, extensionsrenewals, renewalssupplements, consolidations and replacements ofthereof. Notwithstanding the foregoing, Tenant acknowledges that Master Lessor, Landlord and all amendments and supplements Lienholder shall have the right to subordinate or cause to be subordinated any such mortgage, mortgages ground leases or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance liens to this AgreementLease. In the event that any ground lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant's interest hereunder Tenant shall, notwithstanding any subordination, attorn to and Tenant's leasehold interest in and to become the Leased Property irrespective tenant of the dates successor in interest 0000 Xxxx Xxxxxx 15 9/29/04 Office Lease Agreement to Landlord, at the option of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements successor in interest and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon continue in full force and effect in such event. Notwithstanding anything to the express condition that contrary in this Lease, such Lienholder succeeding to the validity interest of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use Landlord under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Propertya "Successor Landlord") shall not be disturbed liable for or bound by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee following matters: (a) any offset right that Tenant may have against any former Landlord relating to assist any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by a former Landlord that occurred before the date of attornment, provided that the foregoing shall not limit either (i) Tenant’s right to exercise against Successor Landlord any offset right otherwise available to Tenant because of events occurring after the date of attornment or (ii) Successor Landlord’s obligation to correct any conditions that existed as of the date of attornment and such Mortgagee in establishing or perfecting any security interest in violate Successor Landlord's interest in the Reserve and the funds therein’s obligations as Landlord under this Lease; and (b) any payment of Rent that Tenant may have made to facilitate or allow a former Landlord to encumber the Leased Property as herein contemplated. If, within more than thirty (30) days before the date such Rent was first due and payable under this Lease with respect to any period after the date of attornment other than, and only to the extent that, this Lease expressly required such a prepayment; (c) any obligation (i) to pay Tenant any sum(s) that any former Landlord owed to Tenant unless such sums, if any, shall have been actually delivered to Successor Landlord by way of an assumption of escrow accounts or otherwise; (ii) with respect to any security deposited with a former Landlord, unless such security was actually delivered to a Successor Landlord; (iii) to commence or complete any initial construction of improvements in the Premises or any expansion or rehabilitation of existing improvements thereon; (iv) to reconstruct or repair improvements following a fire, casualty or condemnation; or (v) arising from representations and warranties related to a former Landlord; (e) any modification or amendment of this Lease, or any waiver of the terms of this Lease, made without Successor Landlord’s written consent; or (f) any consensual or negotiated surrender, cancellation, or termination of this Lease, in whole or in part, agreed upon between Landlord and Tenant's receipt , unless effected unilaterally by Tenant pursuant to the express terms of a written request this Lease. Tenant shall execute and deliver, upon reasonable prior notice from Landlord, any additional documents in such form as is designated by Landlord evidencing the priority or subordination of this Lease with respect to any such ground leases or the holder or proposed holder lien of any such Facility Mortgagemortgage or deed of trust. Landlord shall use commercially reasonable efforts to obtain from any Lienholder to whose mortgage, Tenant shall fail deed of trust or refuse or shall have not executed any such further instrument or ground lease this Lease is hereafter subordinated, an agreement of subordination, non-disturbance on such Lienholder’s standard form for whatever reason, Tenant shall be in breach and default the benefit of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTenant.
Appears in 2 contracts
Samples: Office Lease Agreement, Office Lease Agreement (ECC Capital CORP)
Subordination. This AgreementLease is and shall be expressly subject and subordinate at all times to (a) any present or future ground, Tenant's interest hereunder and Tenant's leasehold interest in and to underlying or operating lease of the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements ofBuilding, and all amendments amendments, renewals and supplements modifications to any such mortgagelease, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) the lien of any present or future mortgage or deed of trust encumbering fee title to facilitate the Building and/or the leasehold estate under any such lease. If any such mortgage or allow Landlord deed of trust be foreclosed, or if any such lease be terminated, upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant will attorn to encumber the Leased Property purchaser at the foreclosure sale or to the lessor under such lease, as herein contemplatedthe case may be. IfThe foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, within thirty (30) days following Tenant's receipt of a written however, that Tenant agrees upon request by Landlord any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease (excluding rights in and to insurance proceeds and condemnation awards) priority over the lien of its mortgage or deed of trust or the holder estate of its lease, as the case may be. In the event of such election and upon the mortgagee, beneficiary or proposed holder lessor notifying Tenant of any such Facility Mortgageelection, the rights and interests of Tenant shall be deemed superior to and to have priority over the lien of said mortgage or deed of trust or the estate of such lease, as the case may be, whether this Lease is dated prior to or subsequent to the date of such mortgage, deed of trust or lease. In such event, Tenant shall fail execute and deliver whatever instruments may be required by such mortgagee, beneficiary or refuse or shall have not lessor to confirm such superiority on the form customarily used by such party. If Tenant fails to execute any instrument required to be executed any such further instrument or agreement of subordination, for whatever reasonby Tenant under this Section 23 within ten (10) days after request, Tenant shall be irrevocably appoints Landlord as its attorney-in-fact, in breach and default of its obligation Tenant's name, to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawexecute such instrument.
Appears in 2 contracts
Samples: Office Lease (Privatebancorp Inc), Office Lease (Hanover Capital Mortgage Holdings Inc)
Subordination. This AgreementTo the fullest extent permitted by law, Tenant's interest hereunder this Lease, the rights of Tenant under this Lease and Tenant's ’s leasehold interest in shall be subject and to subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Leased Property are hereby agreed by Tenant to be Building, the Lot, or any other portion of the Project, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to (ii) the lien of any mortgage or mortgages and security interests deed of trust which may now or hereafter in force and effect upon exist for which the Building, the Lot, ground leases or encumbering underlying leases, any other portion of the Project or Landlord's ’s interest in or estate therein is specified as security. Notwithstanding the Leased Propertyforegoing, Landlord or any such ground lessor, mortgagee, or any portion thereofbeneficiary (any such ground lessor, and mortgagee or beneficiary referred to all collateral assignments by Landlord herein as a “Holder”) shall have the right to any third party or parties of any of Landlord's rights under require this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements Lease be superior to any such mortgageground leases or underlying leases or any such liens, mortgages mortgage or assignmentsdeed of trust. Notwithstanding the foregoing, and upon recording Tenant’s obligation to subordinate this Lease to any future ground or underlying lease of the Project or to any future lien of any mortgage or deed of trust is conditioned upon such mortgageground lessee or lender, mortgages or assignmentsas the case may be, the same shall be deemed to be prior agreeing in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition writing that the validity rights of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use Tenant under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by any termination of such Mortgagee unless lease or foreclosure of such mortgage or deed of trust so long as Tenant is not in default hereunder beyond applicable notice and until cure periods. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall breach any attorn to and become the Tenant of the provisions hereof and this Lease successor in interest to Landlord, provided such successor in interest will not disturb Tenant’s use, occupancy or Tenant's right to possession hereunder shall have been terminated or shall be terminable quiet enjoyment of the Premises if Tenant is not in accordance with the provisions material default of this Lease. The foregoing successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month’s Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a written demand or request by Landlord and in the form reasonably requested by Landlord and/or a Holder, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. If Tenant shall fail to timely return such subordination, nondisturbance and attornment agreement, Landlord shall deliver a second written request and if Tenant shall fail to return such agreement within three (3) days of receipt of such second written request, then Tenant shall be liable to Landlord, and shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, including attorneys’ fees, arising or accruing directly or indirectly, from any failure of Tenant to execute or deliver to Landlord any such subordination, nondisturbance and attornment agreement. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such documents if Tenant fails to do so, provided that such authorization shall in no way relieve Tenant from the obligation of executing such documents. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Tenant hereby acknowledges that as of the date of execution of this Lease, there is a deed of trust encumbering Landlord’s interest in the Park in favor of Redwood Capital Finance Company, LLC, a Delaware limited liability company (the “Current Lender”). Tenant shall, concurrently with the execution of this Lease by Tenant, execute, notarize and deliver to Landlord a subordination, non-disturbance provisions and attornment agreement in the form attached to this Lease as Exhibit H and incorporated herein by this reference (the “SNDA”) Landlord shall endeavor to cause the Current Lender to execute, notarize and deliver to Tenant the SNDA within ninety (90) days of the later of (i) the mutual execution and delivery of this Section Lease or (ii) the date Landlord receives Tenant’s executed original SNDA, but Landlord shall not be automatic in default under this Lease and self-operative without shall have no liability to Tenant what whatsoever if Landlord is unable to obtain and deliver to Tenant the necessity SNDA executed by the Current Lender. Should Tenant have any requested changes to the SNDA attached to the initial draft of this Lease, Tenant covenants and agrees to pay all fees, costs and expenses incurred by Landlord in connection with the negotiation or issuance of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawSNDA.
Appears in 2 contracts
Samples: And Attornment Agreement, Lease Agreement (Restoration Robotics Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and Landlord hereby represents to Tenant that as of the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any Lease Date there does not exist a lien of a mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, deed of trust on all or any portion thereofof the Premises. Without the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, and at the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor with respect to all collateral assignments by Landlord to any third party or parties the land of any which the Premises are a part, the rights of Landlord's rights Tenant under this Agreement or the rents, issues Lease and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Buildings or the land upon which the express condition Buildings are situated or both provided such ground lease includes a provision that Tenant's use, occupancy or quiet enjoyment of the validity Premises will not be disturbed so long as Tenant is not in default of the terms and provisions of this Lease shall be recognized by the MortgageeLease, and that(ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Buildings, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any default by subordination and upon the mortgagorrequest of such successor to Landlord, with respect attorn to and become the Tenant of the successor in interest to Landlord, provided such mortgage, successor in interest will not disturb Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction use, occupancy or quiet enjoyment of the Leased Property) shall Premises so long as Tenant is not be disturbed by such Mortgagee unless and until Tenant shall breach any in default of the provisions hereof terms and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; or (c) bound by prepayment of more than one (1) month's Rent. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) business days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination and non-disturbance provisions of this Section shall be automatic and self-operative without Lease with respect to any such ground leases or underlying leases or the necessity of the execution lien of any further instrument such mortgage or agreement deed of subordination on the part of trust. Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant 's failure to timely execute and deliver any further instrument or agreement of subordination of this Agreement or such additional documents shall, at Landlord's option, constitute a material default hereunder. Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property agreement to subordinate this Lease to any such Facility Mortgage, in confirmation future ground or furtherance underlying lease or any future deed of trust or in addition mortgage pursuant to the foregoing subordination provisions of this Section, the Section 17 is conditioned upon Landlord delivering to Tenant shall promptly execute and deliver from the same to the requesting party (provided that lessor under such instrument future ground or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord underlying lease or the holder or proposed holder of any such Facility Mortgagemortgage or deed of trust, Tenant shall fail or refuse or shall have not executed any such further instrument or a non-disturbance agreement agreeing, among other things, that Tenant's right to possession of subordination, for whatever reason, Tenant shall be in breach the Premises pursuant to the terms and default of its obligation to do so and conditions of this Agreement Lease shall not be disturbed provided Tenant is not in default under this Lease beyond the applicable notice and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawcure periods hereunder.
Appears in 2 contracts
Samples: Lease Agreement (Cisco Systems Inc), Lease Agreement (Cisco Systems Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and Notwithstanding any provision of this Guaranty to the Leased Property are hereby agreed by Tenant to be contrary, all rights of the Subsidiary Guarantors under Sections 6(a) and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority 6(b) and all other respects rights of indemnity, contribution or subrogation of any Subsidiary Guarantor under applicable law or otherwise shall be fully subordinated to the Guaranteed Obligations until the occurrence of the Termination Date. Notwithstanding any mortgage payment or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in payments made by any of the Leased Property, Subsidiary Guarantors hereunder or any portion thereof, and to all collateral assignments by Landlord to any third party set-off or parties appropriation or application of funds of any of Landlord's rights under this Agreement or the rentsSubsidiary Guarantors by any Secured Party, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same no Subsidiary Guarantor shall be deemed entitled to be prior in dignity, lien and encumbrance subrogated to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease rights of the Administrative Agent or Tenant's any other Secured Party against the Borrower or any other Subsidiary Guarantor or any collateral security or guarantee or right to possession hereunder of set-off held by any Secured Party for the payment of the Guaranteed Obligations until the Termination Date shall have been terminated occurred, nor shall any Subsidiary Guarantor seek or be entitled to seek any contribution or reimbursement from the Borrower or any other Subsidiary Guarantor in respect of payments made by such Subsidiary Guarantor hereunder until the Termination Date shall have occurred. If any amount shall be terminable paid to any Subsidiary Guarantor on account of such subrogation rights at any time prior to the Termination Date of the Guaranteed Obligations, such amount shall be held by such Subsidiary Guarantor in trust for the Administrative Agent and the other Secured Parties, segregated from other funds of such Subsidiary Guarantor, and shall, forthwith upon receipt by such Subsidiary Guarantor, be paid to the Administrative Agent to be credited and applied against the Guaranteed Obligations, whether matured or unmatured, in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity terms of the execution of any further instrument or agreement of subordination Credit Agreement. No failure on the part of Tenant. Tenant acknowledges the Borrower or any Subsidiary Guarantor to make the payments required by Sections 6(a) and agrees that notwithstanding 6(b) (or any other payments required under applicable law or otherwise) shall in any respect limit the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute obligations and deliver any further instrument or agreement liabilities of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition Borrower with respect to the foregoing subordination provisions of this SectionObligations or any Subsidiary Guarantor with respect to its obligations hereunder, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; Borrower shall remain liable for the full amount of the Obligations and (b) to facilitate or allow Landlord to encumber each Subsidiary Guarantor shall remain liable for the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt full amount of a written request by Landlord or the holder or proposed holder obligations of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawSubsidiary Guarantor hereunder.
Appears in 2 contracts
Samples: Subsidiary Guarantee Agreement (Cerence Inc.), Subsidiary Guarantee Agreement (Cerence Inc.)
Subordination. This AgreementLease, Tenant's ’s interest hereunder and Tenant's ’s leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's ’s interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's ’s rights under this Agreement Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this AgreementLease, Tenant's ’s interest hereunder and Tenant's ’s leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "“Facility Mortgage"”). The subordination Tenant shall reasonably cooperate with Landlord and any Mortgagee or potential Mortgagee in connection with a Facility Mortgage, including, but not limited to, consenting to non-material and reasonable amendments to this Lease as may be requested by such Mortgagee, provided that such amendments do not materially alter the economic terms of this Lease shall be upon or the express condition that the validity use and operation of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including or materially increase Tenant’s obligations or decrease its rights to have insurance hereunder. Any and condemnation proceeds made available for proper reconstruction of the Leased Property) all costs, fees and expenses incurred by Landlord in connection with any Facility Mortgage shall not be disturbed by such Mortgagee unless and until Tenant shall breach any included as part of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this LeaseLandlord’s Additional Investment. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-self operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant, so long as the Facility Mortgage recognizes the existence of this Lease and acknowledges and evidences Mortgagee’s reasonably satisfactory agreement that, so long as no Event of Default by Tenant has occurred and is continuing under this Lease (after the expiration of the applicable notice and curative periods contained herein), (i) Mortgagee, its successors and assigns (or any other purchaser at any foreclosure sale pursuant to the Facility Mortgage or any other security instrument in connection therewith) shall not disturb Tenant’s right of possession to the Leased Property and all other rights of Tenant hereunder in the event that Mortgagee, its successors and assigns (or any other purchaser at any foreclosure sale pursuant to the Facility Mortgage or any other security instrument in connection therewith) acquires title to all or any part of the Leased Property pursuant to the exercise of any remedy provided for in the Facility Mortgage or any other related security instrument or acceptance of title to the Leased Property in lieu of any such foreclosure, and (ii) Tenant shall not be named as a party defendant to any action to foreclose the liens and security interests of the Facility Mortgage or any other related security instrument, except to the extent required by Applicable Law. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement Lease or Tenant's ’s interest hereunder or Tenant's ’s leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument so long as the same is reasonably acceptable to Tenant, is consistent with the terms and provisions of this Lease and does not materially increase Tenant’s obligations or agreement also reflects the non-disturbance provisions set forth above)decrease its rights hereunder. Further, Tenant agrees that it will, from time to time, execute such documentation as may be reasonably requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's ’s interest in the Reserve and the any funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property or any portion thereof as herein contemplated. If, within thirty (30) calendar days following Tenant's ’s receipt of a written request by Landlord or the holder or proposed holder of any such Facility MortgageLandlord, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reasonwhich satisfies the criteria set forth in this Section 19.1, Tenant shall be in breach and default of its obligation to do so and of this Agreement Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement Lease or otherwise provided by law. To the extent Tenant is required to incur any additional out of pocket costs, fees and expenses in connection with the review and negotiation of any agreements or confirmations required from Tenant under the terms of this Section 19.1, Landlord shall promptly reimburse Tenant for all such reasonable costs, fees and expenses.
Appears in 2 contracts
Samples: Lease Agreement (CNL Healthcare Trust, Inc.), Lease Agreement (CNL Healthcare Trust, Inc.)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, subject and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property subordinate to any such Facility Mortgagedeed of trust, in confirmation mortgage or furtherance of or in addition to the foregoing subordination provisions of this Sectionother security instrument (each, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Furtheras renewed, Tenant agrees that it will, modified and/or extended from time to time, execute a “Mortgage”), or any ground lease, master lease, or primary lease (each, as renewed, modified and/or extended from time to time, a “Primary Lease”), that now or hereafter covers all or any part of the Premises (the mortgagee under any such documentation Mortgage, beneficiary under any such deed of trust, or the lessor under any such Primary Lease is referred to herein as a “Landlord’s Mortgagee”). Any Landlord’s Mortgagee may be requested by Landlord and elect at any Mortgagee (a) time, unilaterally, to assist Landlord and such Mortgagee in establishing make this Lease superior to its Mortgage, Primary Lease, or perfecting any security interest in Landlord's other interest in the Reserve Premises by so notifying Tenant in writing. The provisions of this Section 12 shall be self-operative and the funds thereinno further instrument of subordination shall be required; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. Ifhowever, within thirty (30) days following Tenant's receipt in confirmation of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagesubordination, Tenant shall fail execute and return to Landlord (or refuse such other party designated by Landlord) within ten (10) Business Days after written request therefor such commercially reasonable documentation, in recordable form if required, as a Landlord’s Mortgagee may reasonably request to evidence the subordination of this Lease to such Landlord’s Mortgagee’s Mortgage or shall have not executed Primary Lease (including a subordination, non-disturbance and attornment agreement) or, if the Landlord’s Mortgagee so elects, the subordination of such Landlord’s Mortgagee’s Mortgage or Primary Lease to this Lease. Notwithstanding any such further instrument or agreement of subordination, for whatever reason, Tenant’s right to possession of the Premises shall not be disturbed so long as Tenant shall be is not in breach and default of its obligation to do so and under the terms of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 2 contracts
Samples: Office Lease Agreement (Spruce Biosciences, Inc.), Office Lease Agreement (Spruce Biosciences, Inc.)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to During the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination term of this Lease Agreement, PIMSA shall be upon have the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold encumber its interest in the Leased Property or in this Lease Agreement for any purpose it deems convenient, and COMPANY shall and hereby does subordinate its interest in this Lease Agreement and in the Leased Property to any such Facility Mortgageencumbrance. However, in the event such encumbrance is foreclosed or judicially enforced, the one who holds the encumbrance shall agree to honor this Lease Agreement and accept the performance by COMPANY of its obligations hereunder. COMPANY shall execute any agreement which may be required by PIMSA in confirmation or furtherance of or in addition to the foregoing such subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as submit whatever public financial data may normally be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee trust, insurance company, bank or other recognized lending institution. Once that PIMSA shall have notified COMPANY in establishing or perfecting any security writing that it has assigned its interest in Landlord's interest in this Lease Agreement to any lending institution as security for a debt or other obligation of PIMSA, PIMSA shall not have the Reserve and power to amend this Lease Agreement so as to reduce the funds therein; and (b) rent, decrease the term or modify or negate any substantial obligation of COMPANY hereunder, or to facilitate or allow Landlord to encumber accept a rescission of this contract, without the Leased Property as herein contemplatedwritten consent of such lending institution. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or Such obligation shall continue until the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or lending institution shall have not executed any notified COMPANY in writing that such further instrument assignment has been terminated, on the understanding that if PIMSA fails to obtain such lending institution's approval to carry out the foregoing, the amendment of the term above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the lending institution should notify COMPANY in writing requiring the payment of rents hereunder directly to such lending institution or agreement of subordinationits representative, for whatever reason, Tenant then COMPANY shall be obligated to pay to such lending institution or its representative each subsequent monthly rental coming due under this Lease Agreement (together with any unpaid rent then past due), until the date on which such lending institution notifies COMPANY authorizing payment of rent to PIMSA or other party entitled thereto. COMPANY understands and agrees that except for the advanced rental payments provided for in breach and default Paragraph A.1. of its obligation to do so and Clause V of this Agreement and Landlord shall be entitled thereupon to exercise Lease Agreement, PIMSA may not collect any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.rent more than one
Appears in 2 contracts
Samples: Lease Agreement (Coastcast Corp), Lease Agreement (Coastcast Corp)
Subordination. This Agreement, Tenant's interest hereunder Lease is expressly made subject and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage mortgage, deed of trust, ground lease, underlying lease or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in like encumbrance affecting any part of the Leased Property, Property or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, interest of Landlord to such third party therein which is now existing or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages may hereafter be executed or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments recorded (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"“Encumbrance”). The lender, holder or secured party under any Encumbrance is hereinafter referred to as a “Lender.” Notwithstanding the foregoing, such subordination of this Lease shall be to an Encumbrance is expressly conditioned upon Landlord’s obtaining from the express condition that Lender, for the validity benefit of Tenant, a commercially reasonable subordination, nondisturbance and attornment agreement (an “SNDA”) pursuant to which (i) this Lease shall be recognized by is subordinated to the Mortgagee, lien of the Encumbrance and that, notwithstanding any default by (ii) the mortgagor, Lender agrees not to disturb or interfere with respect to such mortgage, Tenant's ’s possession and right of use the Premises or rights under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction so long as there is no Event of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination Default on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationform of SNDA attached hereto as Exhibit E is acceptable to Tenant. With respect to all future Encumbrances (or prospective future Encumbrances), if Landlord or Mortgagee Tenant shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it willLandlord, from time to timetime and no later than ten days after written request by Landlord, execute an SNDA substantially in the form of Exhibit E or such documentation other form as may be required by the Lender (which other form of SNDA shall not limit, modify or restrict Tenant’s rights under this Lease and shall be subject to commercially reasonable modifications requested by Tenant consistent with the then current requirements of similarly situated tenants and institutional lenders). If the interest of Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) Property is transferred pursuant to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt in lieu of a written request by Landlord or the holder or proposed holder proceedings for enforcement of any such Facility MortgageEncumbrance (including, without limitation, any judicial foreclosure or foreclosure by a power of sale in a deed of trust), Tenant shall, at the request of the new owner, immediately attorn to, and become the tenant of, the new owner, and this Lease shall fail or refuse or continue in full force and effect as a direct lease between the transferee and Tenant on the terms and conditions set forth in this Lease and, at such new owner’s request, shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and execute a new lease confirming the lease terms of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 2 contracts
Subordination. This AgreementLease is subject to, and Tenant agrees to comply with, all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant's interest hereunder , Tenant agrees to promptly execute, acknowledge and Tenant's leasehold interest in deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to the Leased Property are hereby agreed by Tenant cause this Lease to be and are hereby made junior, inferior, become and remain subject and subordinate and subject in right, title, interest, lien, encumbrance, priority to any and all other respects to any mortgage ground or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgageunderlying leases, mortgages or assignments, and upon recording deeds of any such mortgage, mortgages or assignmentstrust which may hereafter be executed covering the Premises, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Project or the Leased Property irrespective of the dates of execution, delivery property or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignmentsrenewals, modifications, extensionsconsolidations, renewalsreplacements or extensions thereof, amendmentsfor the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, supplements together with interest thereon and replacement being subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a "Facility Mortgage")written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. The Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease shall be to any such mortgages, deed of trust, or leasehold estates (hereinafter, an “SNDA”). Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the express condition that the validity lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any notices of Landlord’s default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease. The foregoing subordination Lease and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity obligations of the execution Tenant hereunder in the event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsale.
Appears in 2 contracts
Samples: Standard Office Lease (Vital Therapies Inc), Standard Office Lease (Vital Therapies Inc)
Subordination. This Agreement, Tenant's interest hereunder Lease is and Tenant's leasehold interest in shall be expressly subject and subordinate at all times to the lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Property are hereby agreed by Premises; provided, however, that such subordination is conditioned upon Tenant to be first receiving from the mortgagee, beneficiary or purchaser at foreclosure, as the case may be, a commercially reasonable subordination, non-disturbance and are hereby made juniorattornment agreement that provides, inferiorin pertinent part, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in that Tenant’s occupancy of the Leased Property, or any portion thereof, Premises and to all collateral assignments by Landlord to any third party or parties of any of Landlord's other rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any reason of the provisions hereof and this Lease foreclosure of such mortgage or Tenant's right to possession hereunder shall have been terminated or shall be terminable trust deed, as the case may be, so long as Tenant is not in accordance with the provisions of default under this Lease. If any such mortgage or deed of trust be foreclosed, upon request of the mortgagee or beneficiary, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing subordination and non-disturbance provisions of this Section shall are declared to be automatic and self-operative without the necessity of the execution of any and no further instrument or agreement of instruments shall be required to effect such subordination on the part of Tenant. Tenant acknowledges and agrees and/or attornment; provided, however, that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement Lease to any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, as the case may be agreeing that Tenant's interest hereunder or Tenant's leasehold interest in ’s occupancy of the Leased Property to any Premises and other rights under this Lease shall not be disturbed by reason of the foreclosure of such Facility Mortgagemortgage or trust deed, as the case may be, so long as Tenant is not in confirmation or furtherance of or in addition to default under this Lease beyond the foregoing subordination provisions of this Section, Tenant shall promptly execute applicable notice and deliver the same to the requesting party cure period. Within ten (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a10) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) business days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgagefrom Landlord, Tenant shall fail execute and deliver to Landlord, without cost, any instrument that Landlord deems reasonably necessary or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation desirable to do so and confirm the subordination of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 2 contracts
Samples: Office Lease (MaxPoint Interactive, Inc.), Office Lease (MaxPoint Interactive, Inc.)
Subordination. This AgreementWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, Tenant's interest hereunder and Tenant's leasehold interest in and at the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Premises, or any lessor of a ground or underlying lease with respect to the Leased Property are hereby agreed by Tenant to Premises, this Lease will be subject and are hereby made juniorsubordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises; and (ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed for which the Premises or any leases thereof, inferioror Landlord’s interest and estate in any of said items, subordinate and subject in rightis specified as security; provided, titlehowever, interest, lien, encumbrance, priority and all other respects that the subordination of this Lease to any mortgage or mortgages deed of trust or any ground or underlying lease is subject to Tenant’s receipt of a commercially reasonable non-disturbance agreement from the holder of such mortgage or deed of trust or such ground or underlying lease in which such holder agrees not to disturb Tenant’s possession of the Premises so long as no Tenant Event of Default has occurred and security interests now is continuing under this Lease. Notwithstanding the foregoing, Landlord reserves the right to subordinate any such ground leases or hereafter underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in force lieu of foreclosure is made for any reason, at the election of Landlord’s successor in interest, Tenant agrees to attorn to and effect upon become the tenant of such successor in which event Tenant’s right to possession of the Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or encumbering Landlord's interest purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording event of any such mortgageforeclosure proceeding or sale. Tenant covenants and agrees to execute and deliver, mortgages upon demand by Landlord and in the form reasonably required by Landlord, any additional documents evidencing the priority or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, Tenant’s attornment agreement with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation ground lease or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord underlying leases or the holder or proposed holder lien of any such Facility Mortgagemortgage or deed of trust. If Tenant fails to sign and return any such documents or engage in reasonable, good faith negotiations on the terms and conditions of such documents within ten (10) business days of receipt, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall will be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawhereunder.
Appears in 2 contracts
Samples: Office and Industrial/Commercial Lease (Input Output Inc), Office and Industrial/Commercial Lease (Input Output Inc)
Subordination. This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in subordinate to all ground or underlying leases and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests and/or deeds of trust which may now or hereafter in force affect such leases or the real property of which the Leased Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. This paragraph shall be self-operative and no further instrument of subordination shall be necessary to evidence the priority of any mortgagee or trustee. In confirmation of such subordination, Tenant shall execute promptly any certificate that the Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant's attorney-in-fact to execute any such certificate or certificates for and on behalf of the Tenant. The Tenant covenants and agrees that it will, at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purposes and effect the subordination of the lien of this Lease to said deed of trust. Tenant agrees that neither the cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease or the obligations of the Tenant hereunder, and Tenant covenants and agrees to attorn to such landlord or to any successor to Landlord's interest in such ground or underlying lease, and in that event, this Lease shall continue as a direct lease between the Tenant herein and such landlord or its successor; and in any case, such landlord or successor under such ground or underlying lease shall not be bound by any prepayment on the part of Tenant of any rent for more than one month in advance, so that rent shall be payable under this Lease in accordance with its terms, from the date of the termination of the ground or underlying lease, as if such prepayment had not been made; and provided, further, such landlord or successor under such ground or underlying lease shall not be bound by this Lease or any amendment or modification of this Lease unless, prior to the termination of such ground underlying lease, a copy of this Lease or amendment or modification thereof, as the case may be, shall have been delivered to such landlord or successor by Tenant. The foregoing subordination is conditioned upon the agreement of each mortgagee, which agreement shall be in writing, executed by each mortgagee and delivered to the Tenant wherein each such mortgagee agrees in substance that so long as Tenant is not in default under the terms and conditions of this Lease; (i) the Tenant will not be disturbed in Tenant's possession of the Leased Premises by any owner of a mortgage or encumbering any purchaser of the building or Leased Premises at a foreclosure sale; and (ii) Tenant will not be joined in any action or proceeding to foreclose any mortgage by any holder thereof. The giving of any such agreement by any mortgagee may be conditioned by it on the reciprocal agreement of Tenant to attorn to the holder of such mortgage should it become vested with the Landlord's interest in the Leased Property, or Premises. Landlord shall make its best efforts to obtain such a non-disturbance agreement from any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction mortgagee of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawPremises.
Appears in 2 contracts
Samples: Lease (American Homepatient Inc), Lease (American Homepatient Inc)
Subordination. This Agreement, Tenant's interest hereunder Lender and Tenant's leasehold interest Borrower acknowledge and agree that this Security Instrument is subject and subordinate in and all respects to the Leased Property are hereby agreed by Tenant to be liens, terms, covenants and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in conditions of the Leased Property, or any portion thereof, First Deed of Trust and to all collateral assignments advances heretofore made or which may hereafter be made pursuant to the First Deed of Trust including all sums advanced for the purpose of (a) protecting or further securing the lien of the First Deed of Trust, curing defaults by Landlord to any third party the Borrower under the First Deed of Trust or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability other purpose expressly permitted by the First Deed of Trust or indebtedness(b) constructing, directrenovating, indirect repairing, furnishing, fixturing or contingent, equipping the Property. The terms and provisions of Landlord to such third party or partiesthe First Deed of Trust are paramount and controlling, and they supersede any other terms and provisions hereof in conflict therewith. In the event of a foreclosure or deed in lieu of foreclosure of the First Deed of Trust, any provisions herein or any provisions in any other collateral agreement restricting the use of the Property or otherwise restricting the Borrower’s ability to all future modificationssell the Property shall have no further force or effect on subsequent owners or purchasers of the Property. Any person, extensionsincluding his successors or assigns (other than the Borrower or a related entity of the Borrower), renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and receiving title to the Leased Property irrespective through a foreclosure or deed in lieu of foreclosure of the dates First Deed of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease Trust shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and receive title to the Leased Property (including rights to have insurance free and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by clear from such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above)restrictions. Further, Tenant agrees if the Senior Lien Holder acquires title to the Property pursuant to a deed in lieu of foreclosure, the lien of this Security Instrument shall automatically terminate upon the Senior Xxxx Xxxxxx’x acquisition of title, provided that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (ai) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and Lender has been given written notice of a default under the funds therein; First Deed of Trust and (bii) to facilitate the Lender shall not have cured the default under the First Deed of Trust, or allow Landlord to encumber diligently pursued curing the Leased Property default as herein contemplated. Ifdetermined by the Senior Lien Holder, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any period provided in such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation notice sent to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthe Lender.
Appears in 2 contracts
Samples: Deed of Trust and Security Agreement (Electropure Inc), Deed of Trust and Security Agreement (Electropure Inc)
Subordination. This AgreementWithout the necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, Tenant's interest hereunder and Tenant's leasehold interest in and at the election of Landlord or any mortgagee or any beneficiary of a Deed of Trust with a lien on the Project or any ground lessor with respect to the Leased Property are hereby agreed by Tenant Project, this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to (b) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter be executed in force and effect upon any amount for which the Project, ground leases or encumbering underlying leases, or Landlord's interest or estate in any of said items is specified as security. This subordination shall be self operative, provided that so long as Tenant is not in default hereunder beyond the applicable Section 20 cure period, Tenant shall have continued enjoyment of the Premises free from any disturbance or interruption by reason of any foreclosure of Lender's deed of trust or mortgage. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or Deed of Trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, upon demand by Landlord and in the Leased Property, or any portion thereof, and to all collateral assignments form requested by Landlord to any third party additional documents evidencing the priority or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to any such mortgage, Tenant's possession and right of use under this Lease in and to ground lease or underlying leases or the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution lien of any further instrument such mortgage or agreement Deed of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationTrust, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property subject to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above)contained herein. FurtherIf Tenant fails to deliver such subordination document as required herein, then Tenant agrees hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on behalf of Tenant. Tenant, within ten days from notice from Landlord, shall execute and deliver to Landlord, in recordable form, certificates stating that it willthis Lease is not in default, from time is unmodified and in full force and effect, or in full force and effect as modified, and stating the modifications. This certificate should also state the amount of current monthly Rent, the dates to timewhich Rent has been paid in advance, execute such documentation and the amount of any security deposit and prepaid Rent. Failure to deliver this certificate to Landlord within ten days shall be conclusive upon Tenant that this Lease is in full force and effect and has not been modified except as may be requested represented by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 2 contracts
Samples: Office Lease Agreement (F5 Networks Inc), Office Lease Agreement (F5 Networks Inc)
Subordination. This Agreement, Tenant's interest Lease and all rights of Client hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to shall be and are hereby made junior, inferior, subject and subordinate and subject in right, title, interest, lien, encumbrance, priority and at all other respects times to any mortgage deeds of trust, mortgages, installment sale agreements and other instruments or mortgages and security interests encumbrances, as well as to any ground leases or primary leases, that now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, cover all or any portion part of the Building, the Land or an interest of Landlord therein, and to any and all advances made on the security thereof, and to any and all collateral assignments by Landlord to any third party or parties increases, renewals, modifications, consolidations, replacements and extensions of any of Landlord's rights under this Agreement such deeds of trust, mortgages, installment sale agreements, instruments, encumbrances or leases, as well as any substitutions therefor, all automatically and without the rentsnecessity of any further action on the part of Client to effectuate such subordination. Client shall, issues however, within five (5) business days execute, acknowledge and profits thereof or therefrom as security for deliver to Landlord any liability or indebtedness, direct, indirect or contingent, and all instruments and certificates that in the reasonable judgment of Landlord may be necessary or proper to confirm or evidence such third party subordination. If Client does not respond within such five (5) business days, Client hereby appoints Landlord as its Attorney-in-Fact to execute any and all such documents on behalf of Client. Notwithstanding the foregoing, if any mortgagee, trust beneficiary or partiesground lessor shall elect to have this Lease treated as if it became effective and Client had taken possession prior to the lien of its mortgage or deed of trust or prior to its ground lease, and shall give notice thereof to all future modificationsClient, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same this Lease shall be deemed to be prior in dignity, lien have become effective and encumbrance Client’s right to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease possession shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect considered prior to such mortgage, Tenant's possession and right deed of use under trust, or prior to its ground lease whether this Lease in and is dated prior or subsequent to the Leased Property date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any mortgage or deed of trust to which this Lease is subordinate is foreclosed or a deed in lieu of foreclosure is given to the mortgagee or beneficiary, Client shall attorn to the purchaser at the foreclosure sale or to the grantee under the deed in lieu of foreclosure; in the event any ground lease to which this Lease is subordinate is terminated, Client shall attorn to the ground lessor. Client shall upon demand at any time execute, acknowledge and deliver to Landlord’s mortgagee (including rights the beneficiary under any deed of trust) or other holder any and all instruments and certificates that in the judgment of Landlord’s mortgagee may be necessary or proper to have insurance and condemnation proceeds made available for proper reconstruction confirm or evidence such attornment. Notwithstanding anything to the contrary contained in this Section or the Lease, no mortgagee of the Leased PropertyBuilding or Land shall be liable to Client: (i) shall not be disturbed by such Mortgagee for the return of or responsibility for the Security Deposit, unless and until Tenant shall breach such Security Deposit is actually received by said mortgagee, (ii) for any act or omission of any prior landlord (including Landlord); (iii) for any offsets, defenses or counterclaims which Client might have against any prior landlord (including Landlord); (iv) for any rent, Additional Rent or advance rent which Client might have paid for more than the provisions hereof and this Lease or Tenant's right current month to possession hereunder shall have been terminated or shall be terminable in accordance any prior landlord (including Landlord); (v) with respect to the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity any amendment or modification of the execution Lease made without its consent and without written approval; or (vi) required to restore the Building, complete any improvements or otherwise perform the obligations of Landlord under the Lease in the event of a foreclosure of the Deed of Trust or acceptance by such mortgagee of a deed in lieu of foreclosure, in either instances prior to full restoration of the Building or completion of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawimprovements.
Appears in 2 contracts
Samples: Lease Agreement (2U, Inc.), Lease Agreement (2U, Inc.)
Subordination. This AgreementLease shall, Tenantat the Lessor's interest hereunder and Tenant's leasehold interest in and option, be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignmentsdeeds of trust on the Premises, and upon recording of any such mortgage, mortgages whether now existing or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage")hereinafter created. The subordination of this Lease shall be Lessee shall, upon the express condition that the validity of this Lease shall be recognized written demand by the MortgageeLessor, and that, notwithstanding any default by the mortgagor, with respect to execute such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not instruments as may be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it willrequired, from time to time, execute to subordinate the rights and interest of the Lessee under this Lease to the lien of any mortgage or deed of trust on the Building. Notwithstanding any such documentation subordination, so long as the Lessee is not in default hereunder, this Lease shall not be terminated or the Lessee's quiet enjoyment of the Premises disturbed in the event such mortgage or deed of trust is foreclosed. In the event of such foreclosure, the Lessee shall thereupon become a Lessee of, and attorn to, the successor in interest to the Lessor on the same terms and conditions as are contained in this Lease. The Lessee may be requested by Landlord condition any subordination upon the Lessor's and any Mortgagee lender's agreement to execute a Nondisturbance, Subordination and Attornment Agreement reasonably approved by the Lessee. The Lessee agrees that a Nondisturbance, Subordination and Attornment Agreement that provides that the lender or transferee of the Building and/or the Project is (ai) not responsible for any defaults of the Lessor prior to assist Landlord the date of transfer and such Mortgagee in establishing (ii) not liable for the security deposit unless it is actually received from Lessor are reasonable provisions. The Lessee agrees to execute subordination agreements from time to time at the request of the Lessor subordinating this Lease and any Memorandum of this Lease, to easements, rights of way, development agreements, covenants, conditions and restrictions, or perfecting any security interest in Landlord's interest in other instruments and documents necessary or appropriate to the Reserve development of the Project and the funds thereinBuilding as determined by the Lessor; and (b) to facilitate provided, however, that no term or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder provision of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement document shall materially diminish or change the rights of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthe Lessee hereunder.
Appears in 2 contracts
Samples: GRC International Inc, GRC International Inc
Subordination. This AgreementExcept as otherwise provided in this Section 14.8, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests indebtedness of any Borrower now or hereafter in force and effect upon owing to any other Borrower is hereby subordinated to the Obligations, whether heretofore, now or encumbering Landlord's interest in the Leased Property, or any portion thereofhereafter created, and to all collateral assignments by Landlord to any third party whether before or parties after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Required Lenders, pay in whole or in part any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to indebtedness nor will any such mortgage, mortgages Borrower accept any payment of or assignments, and upon recording on account of any such mortgageindebtedness at any time while such Borrower remains liable hereunder. At the request of Administrative and Collateral Agent, mortgages after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Administrative and Collateral Agent all or assignments, the same any part of such subordinated indebtedness and any amount so paid to Administrative and Collateral Agent at its request shall be deemed applied to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and payment of the Obligations. Each payment on the indebtedness of any Borrower to the Leased Property irrespective other Borrowers received in violation of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right shall be deemed to possession hereunder shall have been terminated or received by any other Borrower as trustee for Administrative and Collateral Agent and Lenders and shall be terminable paid over to Administrative and Collateral Agent immediately on account of the Obligations, but without otherwise affecting in accordance with any manner any such Borrower’s liability under any of the provisions of this LeaseAgreement. The foregoing subordination Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and non-disturbance provisions of this Section Administrative and Collateral Agent and Lenders shall be automatic and self-operative without the necessity of the execution entitled to all of any further instrument or agreement of subordination on the part of Tenantsuch Borrower’s rights thereunder. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver If for any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to reason any such Facility Mortgage, in confirmation or furtherance of or in addition Borrower fails to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that file such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within claim at least thirty (30) days following Tenant's receipt of a written request by Landlord or prior to the holder or proposed holder of any last date on which such Facility Mortgageclaim should be filed, Tenant shall fail or refuse or shall have not executed any Administrative and Collateral Agent, as such further instrument or agreement of subordinationBorrower’s attorney-in-fact, for whatever reason, Tenant shall be in breach and default of its obligation is hereby authorized to do so in Borrowers’ name or, in Administrative and Collateral Agent’s discretion, to assign such claim to, and cause a proof of this Agreement claim to be filed in the name of, Administrative and Landlord Collateral Agent’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Administrative and Collateral Agent the full amount payable on the claim in the proceeding, and to the full extent necessary for that purpose any such Borrower hereby assigns to Administrative and Collateral Agent, for itself and the ratable benefit of Lenders, all such Borrower’s rights to any payments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than any such Borrower’s liability hereunder, Administrative and Collateral Agent will pay the excess amount to the person entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthereto.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Subordination. This AgreementLease is and shall be subject and subordinate, Tenant's interest hereunder and Tenant's leasehold interest in and at all times, to (a) the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to lien of any mortgage or mortgages and security interests which may now or hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord advances made or hereafter to any third party or parties of any of Landlord's rights under this Agreement or be made upon the rents, issues security thereof and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesthe interest thereon, and to all future modificationsany agreements at any time made modifying, extensionssupplementing, renewals, consolidations and replacements of, and all amendments and supplements to extending or replacing any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) any ground or underlying lease which may now or hereafter affect the Building, including all amendments, renewals, modifications, consolidation, replacements and extensions thereof. Notwithstanding the foregoing, at the request of the holder of any of the aforesaid mortgage or mortgages or the lessor under the aforesaid ground or underlying lease, this Lease may be made prior and superior to facilitate such mortgage or allow Landlord mortgages and/or such ground or lying lease. Notwithstanding anything herein contained to encumber the Leased Property as herein contemplated. Ifcontrary, within thirty (30) days following after the execution and delivery of this Lease, Landlord shall obtain (at Tenant's receipt ’s cost and expense, including legal fees for Landlord and its mortgagee, not to exceed $1,000) a subordination, non-disturbance and attornment agreement for Tenant’s benefit from the current mortgagee(s) of the Development. The form of such subordination, non-disturbance and attornment agreements shall be substantially in the form attached hereto as Exhibit “G”. In addition, as a written condition precedent to Tenant subordinating this Lease to any future mortgage or ground lease, Landlord shall obtain (at Tenant’s cost and expense, including legal fees for Landlord and its mortgagee, not to exceed $1,000) a subordination, non-disturbance and attornment agreement from such mortgagee or ground lessor in a commercially reasonable form reasonably acceptable to Tenant. At the request by Landlord or the holder or proposed holder of any such Facility MortgageLandlord, Tenant shall fail or refuse or shall have not executed any execute and deliver such further instrument or agreement of subordination, for whatever reason, Tenant shall instruments as may be in breach and default of its obligation reasonably required to do so and implement the provisions of this Agreement and Landlord shall be entitled thereupon Paragraph 18, provided the same are reasonably acceptable to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTenant.
Appears in 2 contracts
Samples: Lease (Rocket Companies, Inc.), Lease (Rocket Companies, Inc.)
Subordination. This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority any and all other respects to any mortgage mortgages or mortgages and security interests deeds of trust now or hereafter in force and effect upon or encumbering Landlord's interest in placed on the Leased Property, or any portion thereofproperty of which the Premises are a part, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same clause shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic necessary to effect such subordination; however, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Sectionrequested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate(s) as Landlord may reasonably request evidencing subordination of this Lease to or the same assignment of this Lease as additional security for such mortgages or deeds of trust. Notwithstanding anything to the requesting party (provided that contrary in this Lease, in no event shall Tenant be subordinate or subject to the lien of any mortgage, nor shall Tenant be obligated to attorn to any holder thereof, unless and until such holder shall have agreed in writing, and shall be bound thereby, to honor all of Tenant’s rights under this Lease, including Tenant’s rights of quiet and exclusive use and enjoyment of the Premises, so long as Tenant is not in default hereunder. Landlord will cause to be furnished to Tenant, on the Lease Date, a subordination, nondisturbance and attornment agreement from any lender holding a mortgage, deed of trust or deed to secure debt on the Premises as of the Lease Date, in form reasonably acceptable to Tenant, which shall be filed of record in the local land records of Forsyth County, Georgia. Tenant shall continue its obligations under this Lease in full force and effect notwithstanding any such default proceedings under a mortgage or deed of trust and shall attorn to the mortgagee, trustee or beneficiary of such mortgage or deed of trust, and their successors or assigns, and to the transferee under any foreclosure or default proceedings. Tenant will, upon request by Landlord, execute and deliver to Landlord or to any other person designated by Landlord, any instrument or agreement also reflects instruments required to give effect to the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawparagraph.
Appears in 2 contracts
Samples: Lease Agreement (Ballantyne Strong, Inc.), Lease Agreement (Ballantyne Strong, Inc.)
Subordination. This Agreement, Tenant's interest hereunder Lease shall be subject and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage mortgage, deed of trust or mortgages and security interests ground lease now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased PropertyPremises, the Complex, the Property or any portion thereofthereof by Lessor or its successors or assigns, and to all collateral assignments by Landlord amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand to execute and deliver any third party instruments, releases or parties other documents that may be reasonably required for the purpose of any of Landlord's rights under subjecting and subordinating this Agreement or Lease, as above provided, to the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording lien of any such mortgage, mortgages deed of trust or assignmentsground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the same shall be deemed payment of Base Rent, Additional Rent, and other charges to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized paid by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use Lessee under this Lease in and the performance of all covenants, agreements and conditions to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed performed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and Lessee under this Lease or TenantLease, then neither Lessee's right to possession hereunder shall have been terminated or shall be terminable quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the provisions terms of this LeaseLease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be interfered with. The foregoing above subordination and non-disturbance provisions of this Section shall be automatic and self-operative effective without the necessity of the execution and delivery of any further instrument or agreement of subordination instruments on the part of TenantLessee to effectuate such subordination. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationNotwithstanding anything hereinabove contained in this Article XVI, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such Facility Mortgageholder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in confirmation lien to such mortgage, deed of trust or furtherance of ground lease, whether this Lease is dated prior to or in addition subsequent to the foregoing subordination provisions date of this Sectionsuch mortgage, Tenant deed of trust or ground lease, and Lessee shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation attornment agreement as may be reasonably requested by Landlord and said holder. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any Mortgagee mortgage, ground lease, deed of trust or other security instrument shall have notified Lessee in writing (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in by the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt way of a written request by Landlord notice of assignment of lease or the otherwise) of its address, that Lessee shall give such mortgagee, ground lessor, trust deed holder or proposed holder other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or certified mail, a copy of any such Facility Mortgage, Tenant shall fail or refuse or notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have not executed the right to cure any alleged default during the same period that Lessor has to cure such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawdefault.
Appears in 2 contracts
Samples: Lease (Papa Johns International Inc), Lease (Vanstar Corp)
Subordination. This AgreementExcept as otherwise provided in this Section 11.08, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests indebtedness of any Borrower now or hereafter in force owing to another Borrower is hereby subordinated to the Obligations of the Borrowers to the Administrative Agent and effect upon the Lenders hereunder, whether heretofore, now or encumbering Landlord's interest in the Leased Property, or any portion thereofhereafter created, and to all collateral assignments by Landlord to any third party whether before or parties after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of the Administrative Agent, pay in whole or in part any of Landlord's rights under this Agreement such indebtedness nor will any Borrower accept any payment of or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording on account of any such mortgageindebtedness at any time while such Borrower remains liable hereunder. At the request of the Administrative Agent, mortgages after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to the Administrative Agent all or assignments, any part of such subordinated indebtedness and any amount so paid to the same Administrative Agent at its request shall be deemed applied to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective payment of the dates Obligations hereunder. Each payment on the indebtedness of execution, delivery or recordation a Borrower to another Borrower received in violation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right shall be deemed to possession hereunder shall have been terminated or received by such Borrower as trustee for the Administrative Agent and shall be terminable paid over to the Administrative Agent immediately on account of the Obligations hereunder, but without otherwise affecting in accordance with any manner such Borrower’s liability under any of the provisions of this LeaseAgreement. The foregoing subordination Each Borrower agrees to file all claims against any other Borrower in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any indebtedness of any other Borrower to such Borrower, and non-disturbance provisions of this Section the Administrative Agent shall be automatic and self-operative without the necessity of the execution entitled to all of any further instrument or agreement of subordination on the part of Tenantsuch Borrower’s rights thereunder. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver If for any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property reason any Borrower fails to any file such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within claim at least thirty (30) days following Tenant's receipt of a written request by Landlord or prior to the holder or proposed holder of any last date on which such Facility Mortgageclaim should be filed, Tenant shall fail or refuse or shall have not executed any the Administrative Agent, as such further instrument or agreement of subordinationBorrower’s attorney-in-fact, for whatever reason, Tenant shall be in breach and default of its obligation is hereby authorized to do so in such Borrower’s name or, in the Administrative Agent’s discretion, to assign such claim to, and cause a proof of this Agreement claim to be filed in the name of, the Administrative Agent’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to the Administrative Agent the full amount payable on the claim in the proceeding, and Landlord shall to the full extent necessary for that purpose such Borrower hereby assigns to the Administrative Agent all such Borrower’s rights to any payments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than such Borrower’s liability hereunder, the Administrative Agent will pay the excess amount to the party entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthereto.
Appears in 2 contracts
Samples: Credit Agreement (Core-Mark Holding Company, Inc.), Assignment and Assumption (Core-Mark Holding Company, Inc.)
Subordination. This AgreementAt Landlord's option, Tenant's interest hereunder this Lease is and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to shall be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage ground lease, mortgage, deed of trust and/or any other hypothecation or mortgages security document and security interests advances and obligations thereunder now or hereafter in force and effect placed upon the Premises or encumbering Landlord's interest in the Leased Property, or any portion thereofProject, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements, amendments, supplements and replacement being a extensions thereof (collectively "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, provided Tenant's right to quiet possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing Such subordination and non-disturbance provisions of this Section shall be automatic and self-operative effective upon notice from Landlord to Tenant without the necessity of the execution of any further instrument or agreement of subordination on the part act of Tenant. Tenant acknowledges and agrees that notwithstanding Upon the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this SectionLandlord, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it willshall, from time to time, execute such documentation as and deliver any documents or instruments that may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request required by Landlord or the holder mortgagee, beneficiary, ground Landlord or proposed holder of lender (collectively "Landlord's Lender") under any such Facility Mortgage, to effectuate any subordination, provided that Landlord's Lender agrees not to disturb Tenant's right to quiet possession under this Lease so long as Tenant shall fail is not in default, or refuse with notice or shall have passage of time or both would not executed be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such further instrument documents or agreement of subordination, for whatever reasoninstruments, Tenant irrevocably constitutes and appoints Landlord as Tenant's attorney-in-fact, to execute and deliver any such documents or instruments. If Landlord's Lender elects to have this Lease prior to the lien of its Mortgage, and gives written notice to Tenant of such election, this Lease shall be in breach deemed prior to such Mortgage regardless of the respective dates of execution, delivery and default of its obligation to do so and recordation of this Agreement Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsuch Mortgage.
Appears in 2 contracts
Samples: Office Space Lease Agreement (Allegiant Travel CO), Lease Agreement (Allegiant Travel CO)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to (a) Without the Leased Property are hereby agreed necessity of any additional document being executed by Tenant to for the purpose of effecting a subordination, this Lease shall be subject and are hereby made junior, inferior, subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the Building is situated or both; and subject in right, title, interest, lien, encumbrance, priority and all other respects to (ii) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter be executed in force and effect upon any amount for which the Building, land, ground leases or encumbering Landlord's interest in the Leased Propertyunderlying leases, or Landlord’s interest or estate in any portion thereofof said items, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to all collateral assignments Landlord at the option of such successor in interest. Tenant covenants and agrees to execute and deliver upon demand by Landlord to any third party additional documents, in commercially reasonably form, evidencing the priority or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to any such mortgage, Tenant's possession and right ground leases or underlying leases or the lien of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction any such mortgage or deed of the Leased Property) shall not be disturbed by such Mortgagee unless and until trust. Tenant shall breach execute, deliver and record any of the provisions hereof and this Lease or such documents within twenty (20) days after Landlord’s written request, provided such documents are reasonably acceptable to Tenant's right . Upon written request by Tenant, Landlord shall use commercially reasonable efforts to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and obtain a subordination, non-disturbance provisions and attornment agreement from Landlord’s then-current mortgagee on such mortgagee’s then-standard form of agreement. As used in this Section Paragraph 15, “Commercially Reasonable Efforts” of Landlord shall not require Landlord to incur any cost, expense, or liability to obtain such agreement, it being agreed that Tenant shall be automatic and self-operative without responsible for any fee or review costs charged by the necessity of the execution of any further instrument or agreement of subordination on the part of Tenantmortgagee. Tenant acknowledges and agrees that notwithstanding the foregoing automatic Landlord’s failure to obtain a subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Furtherand attornment agreement for Tenant shall have no effect upon the rights, obligations and liabilities of Landlord and Tenant agrees that it will, from time to time, execute such documentation as may or be requested considered a default by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawhereunder.
Appears in 2 contracts
Samples: Lease Agreement (Audience Inc), Lease Agreement (Audience Inc)
Subordination. This Agreement(a) Landlord shall use commercially reasonable efforts to obtain a subordination, Tenant's interest hereunder non-disturbance, and Tenant's leasehold interest attornment agreement (“SNDA”) from its lender, in the form of Exhibit F attached hereto. Notwithstanding the foregoing, this Lease is subject and subordinate to all present and future ground or underlying leases of the Project and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorlien of any mortgages or trust deeds, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force against the Project and effect upon or encumbering Landlord's interest in the Leased PropertyBuilding, or any portion if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or hereafter to any third party be made upon the security of such mortgages or parties trust deeds, unless the holders of any of Landlord's rights under this Agreement such mortgages or trust deeds, or the rentslessors under such ground lease or underlying leases, issues require in writing that this Lease be superior thereto. Tenant covenants and profits thereof or therefrom as security agrees in the event any proceedings are brought for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording the foreclosure of any such mortgage, mortgages to attorn so long as Tenant has been offered a commercially reasonable SNDA on such entity’s standard form, without any deductions or assignmentsset-offs whatsoever, to the purchaser upon any such foreclosure sale if so requested to do so by such party, and to recognize such party as the lessor under this Lease. Tenant covenants and agrees that in the event of cancellation or termination of any ground lease or underlying lease in accordance with its terms or by surrender thereof, whether voluntary, involuntary or by operation of law, and provided that the lessor under any such ground lease or underlying lease has either approved this Lease in writing or notified Tenant in writing of its election to cause Tenant to attorn to it upon cancellation or termination of such ground lease or underlying lease, then this Lease shall not be cancelled or terminated as a result of the cancellation or termination of such ground lease or underlying lease, but Tenant shall make full and complete attornment to the lessor under any such ground lease or underlying lease for the balance of the term hereof with the same force and effect as though this Lease were originally made directly from the lessor under any such ground lease or underlying lease to Tenant. Following Tenant’s attornment to purchaser upon any foreclosure sale or any lessor under any ground lease or underlying lease as set forth above (a “Successor Landlord”), this Lease shall continue in full force and effect as a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that the Successor Landlord shall not (a) be deemed to be prior in dignityliable for any previous act or omission of Landlord under this Lease, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and except to the Leased Property irrespective of the dates of executionextent such act or omission shall constitute a continuing Landlord default hereunder; (b) be subject to any offset, delivery not expressly provided for in this Lease; or recordation of (c) be bound by any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination previous modification of this Lease or by any previous prepayment of more than one (1) month’s Rent, unless such modification or prepayment shall be upon have been expressly approved in writing by the express condition that Successor Landlord (or predecessor in interest). Tenant shall, within ten (10) business days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the validity subordination or superiority of this Lease shall be recognized by the Mortgageeto any mortgages, trust deeds, ground leases or underlying leases and thatTenant’s obligation to attorn to any holder of any mortgage or deed of trust or any lessor under any ground lease or underlying lease, notwithstanding any default by the mortgagor, with respect subject to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this LeaseParagraph 32. The foregoing subordination and non-disturbance Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section shall be automatic Lease and self-operative without the necessity obligations of Tenant hereunder in the execution event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsale.
Appears in 2 contracts
Samples: Lease Agreement (Cloudflare, Inc.), Lease Agreement (Cloudflare, Inc.)
Subordination. This AgreementAny and all rights of Guarantor under any and all debts, Tenant's interest hereunder liabilities and Tenant's leasehold interest obligations owing from Borrower to Guarantor, including any security for and guaranties of any such obligations, whether now existing or hereafter arising, are hereby subordinated in and right of payment to the Leased Property are hereby agreed by Tenant to be prior payment in full of all of the Indebtedness. If any Event of Default has occurred, Borrower and are hereby made juniorany assignee, inferiortrustee in bankruptcy, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Propertyreceiver, or any portion thereofother person having custody or control over any or all of Borrower's property are hereby authorized and directed to pay to GBC the entire unpaid balance of the Indebtedness before making any payments whatsoever to Guarantor, whether as a creditor, shareholder, or otherwise; and insofar as may be necessary for that purpose, Guarantor hereby assigns and transfers to GBC all collateral assignments by Landlord rights to any third party or parties of and all debts, liabilities and obligations owing from Borrower to Guarantor, including any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording guaranties of any such mortgageobligations, mortgages whether now existing or assignmentshereafter arising, including without limitation any payments, dividends or distributions out of the same business or assets of Borrower. Any amounts received by Guarantor in violation of the foregoing provisions shall be deemed received and held as trustee for the benefit of GBC and shall forthwith be paid over to GBC to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and applied to the Leased Property irrespective Indebtedness in such order and sequence as GBC shall in its sole discretion determine, without limiting or affecting any other right or remedy which GBC may have hereunder or otherwise and without otherwise affecting the liability of the dates of execution, delivery or recordation of Guarantor hereunder. Guarantor hereby expressly waives any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated set-off or shall be terminable in accordance with the provisions of this Leaseassert any counterclaim against Borrower. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.*AFTER THE OCCURRENCE AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT
Appears in 2 contracts
Samples: Sa Telecommunications Inc /De/, Sa Telecommunications Inc /De/
Subordination. This AgreementNotwithstanding any other provision of the Contract Documents, Tenant's interest hereunder Contractor agrees for itself and Tenant's leasehold interest in for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Leased Property are hereby agreed by Tenant to Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law, shall at all times be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority junior to any and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgagesliens, security interests, assignmentsmortgages, modificationsdeeds of trust and other encumbrances of any kind (on the Site and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall notwithstanding that Work may be upon the express condition that the validity of this Lease shall be recognized by the Mortgageeor is commenced or done on, and thatmaterials may be or are furnished to, notwithstanding the Site prior to any default by Lender Liens being imposed upon or recorded against the mortgagorSite or any of Owner’s assets and before expiration of the time fixed under applicable law for filing of mechanics and materialmen’s liens. Contractor shall, with respect to such mortgageand Contractor shall cause every Subcontractor and Vendor at every tier, Tenant's possession and right of use under this Lease in and any other person performing services or providing materials relating to the Leased Property (including rights Work to, sign and deliver to have insurance Owner and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed Owner’s Lenders from time to time upon request by such Mortgagee unless and until Tenant shall breach Owner or any of the provisions hereof Owner’s Lenders: (a) written and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with recordable acknowledgments and restatements of the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve 24.2 and the funds therein; subordination described herein, and (b) such affidavits, certificates, releases, indemnitees, waivers and instruments (and in form and content) as Owner’s or Owner’s Lender’s title insurer shall require to facilitate allow such insurer to issue such title endorsements as Owner or allow Landlord Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s or any Subcontractor’s or Vendor’s, failure, or the failure of any party for whom the foregoing are responsible or liable at law or under the Contract Documents, to encumber provide the Leased Property as herein contemplated. Ifitems required in clauses (a) and (b) hereinabove upon request, within thirty or Owner’s or Owner’s Lender’s inability to obtain at any time endorsements to Owner’s Lender’s title policies (30or issuance of initial title policies) days following Tenant's receipt insuring first priority of Lender Liens, including without limitation senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute a material default and breach of the Contract Documents and failure of a written request condition to any payment by Landlord Owner owed to Contractor under the Contract or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawotherwise.
Appears in 2 contracts
Samples: Guaranteed Maximum Price Construction Services (Pinnacle Entertainment Inc), Agreement for Guaranteed Maximum Price Construction Services (Pinnacle Entertainment Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to option of Landlord or any mortgage or mortgages and lender of Landlord’s that obtains a security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyBuilding, this Lease shall be either superior or any portion thereofsubordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof; provided, amendments, supplements and replacement being a "Facility Mortgage"). The subordination that so long as no Event of Default exists under this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgageLease, Tenant's ’s possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction quiet enjoyment of the Leased Property) Premises shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable not terminate in accordance with the provisions event of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution termination of any further instrument such ground or agreement underlying lease, or the foreclosure of subordination on the part any such mortgage or deed of Tenanttrust, to which this Lease has been subordinated pursuant to this Section. Within ten (10) days after receipt of written notice, Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument commercially reasonable documents or agreement of subordination of this Agreement agreements requested by Landlord or Tenant's interest hereunder such lessor or Tenant's leasehold interest lender which provide Tenant with the non-disturbance protections set forth in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall promptly become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any instrument reasonably required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) days after written request of Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time to subordinate the same rights of Tenant under this Lease to any ground or underlying lease or to the requesting party lien of any mortgage or deed of trust (provided that such instrument or agreement also reflects instruments include the non-disturbance nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Further, Tenant agrees that it will, from time to time, execute such documentation as may any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be requested by Landlord and responsible for any Mortgagee (a) to assist Landlord and such Mortgagee in establishing act or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt omission of a written request prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it is not actually received by Landlord such purchaser or bound by any rent paid for more than the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be current month in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawwhich the foreclosure occurred.
Appears in 2 contracts
Samples: Lease (Masimo Corp), Lease (Masimo Corp)
Subordination. This Agreement, Tenant's interest Lease and the rights of Tenant hereunder are and Tenant's leasehold interest in shall be subject and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority any and all other respects to mortgages, trust deeds, and charges (any mortgage of which are herein called "Mortgage" or mortgages and security interests "Mortgages") now or hereafter in force and effect upon or encumbering Landlord's interest which in the Leased Property, future may be registered against the Lands or any portion thereof, and including all renewals, extensions, modifications and replacements of any Mortgages from time to all collateral assignments by time. Tenant shall at any time on notice from Landlord or a holder of any Mortgage attorn to any third party or parties and become a tenant of the holder of any of Landlordsuch Mortgages upon the same terms and conditions as set forth herein and shall execute promptly on request by Landlord any certificates, agreements, instruments of postponement or attornment or other such instruments or agreements as requested from time to time to postpone or subordinate this Lease and all of Tenant's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements hereunder to any of such mortgage, mortgages Mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance otherwise give full effect to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof of this Article XV. Tenant agrees to attorn to and become the tenant of any party whose title to the Premises is superior to that of Landlord or to any assignee from Landlord of Landlord's interest under this Lease upon the same terms and conditions as are set forth in this Lease and shall execute promptly on request any agreements or Tenant's right instruments of attornment to possession hereunder shall have been terminated or give effect to such attornment as shall be terminable in accordance with the provisions of this Lease. The foregoing subordination requested by Landlord at any time and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord . Provided however that in the event that the Tenant is required to effect the postponement of its rights and privileges hereunder to any Mortgagee (a) pursuant to assist this paragraph 15.02, the Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of shall concurrently obtain from any such Facility MortgageMortgagee, on the Mortgagee's standard form, a covenant in writing acknowledging the tenancy herein and agreeing that so long as the Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordinationduly performs the terms, for whatever reasoncovenants, conditions and agreements herein contained, the Tenant shall be in breach and default entitled to peaceful possession of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord the Premises pursuant to this Agreement the terms of the Lease, notwithstanding the exercise of any or otherwise provided by lawall rights of such Mortgagee.
Appears in 2 contracts
Samples: Of Agreement (SMTC Corp), Lease (SMTC Corp)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed Without die necessity of any additional document being executed by Tenant to be for the purpose of effecting a subordination, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and at the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereofof the Premises or any ground lessor with respect to die land of which die Prcmiscs are a part, and to all collateral assignments by Landlord to any third party or parties die rights of any of Landlord's rights Tenant under this Agreement or the rents, issues Lease and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed afficting the Building or the land upon which the express condition that the validity of this Lease shall be recognized by the MortgageeBuilding is situated or both, and that(ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any default by subordination and upon the mortgagorrequest of such successor to Landlord, with respect attorn to and become the Tenant of the successor in interest to Landlord, provided such mortgage, successor in interest will not disturb Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction use, occupancy or quiet enjoyment of the Leased Property) shall Premises so long as Tenant is not be disturbed by such Mortgagee unless and until Tenant shall breach any in default of the provisions hereof ternis and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing successor in interest to Landlord following foreclosure, sale or deed in licu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any officts or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to die extent any portion or all of such Security Deposit has not already been forfcited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in die form requested by Landlord, ground lessor, mortgagee or bcncficiary, any additional documents evidencing die priority or subordination and non-disturbance provisions of this Section shall be automatic and self-operative without Lease with respect to any such ground [cases or underlying leases or the necessity of the execution lien of any further instrument such mortgage or agreement deed of subordination on the part of trust. Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant 's failure to timely execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgageadditional documents shall, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in at Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplatedoption, constitute a material default hereunder. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such It is further instrument or agreement of subordination, for whatever reason, agreed "t Tenant shall be in breach liable to Landlord, and default shall indemnify Landlord from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of its obligation Tenant to do so and of this Agreement and execute or deliver to Landlord shall be entitled thereupon to exercise any such additional documents, together with any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawEnforcement Expenses.
Appears in 2 contracts
Samples: Lease Agreement (Competitive Companies Inc), Lease Agreement (Third Enterprise Service Group Inc)
Subordination. This AgreementAt the option of Landlord exercised in writing to Tenant, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease beyond any applicable cure period, this Lease shall not be terminated or Tenant's quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgagemortgage or deed of trust, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of to which Tenant has subordinated this Lease pursuant to this Section; and provided further, that Tenant shall be provided a commercially reasonable non-disturbance and attornment agreement as a condition to the exercise of any such subordination right. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the express condition that the validity of same terms and conditions as are contained in this Lease shall be recognized by the MortgageeLease, and thatshall execute any reasonable instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, notwithstanding any default by within fifteen (15) days after request of Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time to subordinate the mortgagor, with respect to such mortgage, Tenant's possession and right rights of use Tenant under this Lease in and to any future ground or underlying lease or to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution lien of any further instrument future mortgage or agreement deed of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party trust (provided that such instrument or agreement also reflects the instruments include commercially reasonable non-disturbance and attornment provisions set forth above). Further, Tenant agrees that it willor, from time to time, execute such documentation as may be if requested by Landlord and Landlord, to subordinate, in whole or in part, any Mortgagee (a) to assist Landlord and such Mortgagee in establishing ground or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord underlying lease or the holder or proposed holder lien of any such Facility Mortgage, Tenant shall fail mortgage or refuse or shall have not executed any such further instrument or agreement deed of subordination, for whatever reason, Tenant shall be in breach and default trust to this Lease. As of its obligation to do so and the date of this Agreement Lease, Landlord represents that there exists no ground or underlying lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement no mortgage or otherwise provided by lawdeed of trust affecting the Premises.
Appears in 2 contracts
Samples: Lease (New Century Financial Corp), New Century Financial Corp
Subordination. This AgreementLessee accepts this Lease subject and subordinate to any recorded mortgage or deed of trust lien presently existing or hereafter created upon the Building or project of which the Leased Premises are a part (provided, Tenant's interest hereunder and Tenant's leasehold interest in however, that any such mortgagee may, at any time, subordinate such mortgage, deed of trust or other lien to this Lease) and to all existing recorded restrictions, covenants, easements and agreements with respect to the Building and to any renewals thereof. Lessee agrees that this clause is self-operative and no further instrument of subordination is required to effect such subordination. Lessor is hereby irrevocably vested with full power and authority to subordinate Lessee’s interest under this Lease to any first mortgage or deed of trust lien hereafter placed on the Leased Property are hereby agreed Premises (provided Lessor obtains a non-disturbance agreement for the benefit of Lessee as required by Tenant to be and are hereby made juniorthe final sentence of this paragraph, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to from the lender of any such future first mortgage or mortgages deed of trust lien). Lessee agrees upon demand to execute additional instruments subordinating this Lease as Lessor may require. If the interests of Lessor under this Lease are transferred by reason of foreclosure or other proceedings for enforcement of any first mortgage or deed of trust lien on the Leased Premises, Lessee is bound to the transferee (sometimes called the “Purchaser”) at the option of the Purchaser, under the terms, covenants and security interests now conditions of this Lease for the balance of the term remaining, including any extensions or hereafter in renewals, with the same force and effect upon or encumbering Landlord's interest in as if the Leased PropertyPurchaser were Lessor under this Lease, or and, if requested by the Purchaser, Lessee agrees to attorn to the Purchaser, including the first mortgagee under any portion thereofsuch mortgage if it be the Purchaser, and as its Lessor. Should Purchaser elect to all collateral assignments by Landlord maintain existence of this Lease, Lessee will not be entitled to any third party credits as against Purchaser any prepaid rents or parties of any of Landlord's rights under this Agreement offsets against or the rentscredits due from Lessor, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and except to the Leased Property irrespective of extent delivered by the dates of execution, delivery or recordation of Lessor to the Purchaser. Notwithstanding any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination provision of this Lease shall be upon to the express condition that contrary: (i) the validity effectiveness of this Lease shall be recognized by is conditioned upon the Mortgageefull execution of the subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit H, and that(ii) Lessee’s subordination or attornment to any purchaser or to any subsequently recorded mortgage or deed of trust is conditioned upon Lessee’s receipt of a subordination, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination attornment and non-disturbance provisions of this Section shall be automatic and self-operative without agreement executed by the necessity of the execution of any further instrument purchaser or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees lender in a form that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition is reasonably acceptable to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLessee.
Appears in 2 contracts
Samples: Lease Agreement (Gevo, Inc.), Lease Agreement (Gevo, Inc.)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, agrees that it shall subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects this Lease to any mortgage or mortgages and security interests now underlying lease encumbering or hereafter in force and effect upon affecting the Demised Premises, the Building or encumbering Landlord's interest in the Leased Property, Project or any portion thereof, component thereof and to all collateral assignments by Landlord advances made or hereafter to any third party or parties be made upon the security thereof; provided that the holder of any such mortgage or the lessor under any such underlying lease shall, on behalf of Landlord's themselves and their successors and assigns, first agree, in a document that is in recordable form and otherwise reasonably satisfactory to Tenant, and typical for major office leases including those relating to Class “A”, corporate office environments, that so long as no event of default (as defined in Article 18.1 above) has occurred and remains uncured beyond all applicable cure periods, Tenant’s rights under this Agreement or Lease including, without limitation, the rents, issues rights to require application of Landlord’s insurance proceeds and profits thereof or therefrom condemnation awards as security for any liability or indebtedness, direct, indirect or contingent, provided in this Lease and the payment of all amounts owed by Landlord to such third party or partiesunder the Lease, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective ’s possession of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon Demised Premises during the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction remainder of the Leased Property) Lease Term and any extension or renewal thereof, shall not be disturbed despite any foreclosure, lease termination or other action by such Mortgagee unless mortgagee (or its trustees under a deed of trust) or lessor or any of their successors or assigns, including, without limitation, the taking of possession of the Project or any portion thereof by the mortgagee or lessor or the exercise of any assignment of rents by the mortgagee, such trustees or lessor. Landlord, Tenant and until such mortgagee, trustees or lessor shall execute promptly such additional instruments as may be reasonably required to carry out the intent hereof. In such instrument, Tenant shall breach agree to give the holder of a mortgage (or, in the case of an underlying lease, the lessor thereunder) notice of defaults by Landlord hereunder and the Subject to a request for confidential treatment, certain portions of this agreement have been intentionally omitted. The omitted portions subject to the confidential treatment request are designated by three asterisks [***]. A complete version of this agreement has been separately filed with the Securities and Exchange Commission. same time period, if any, to cure such default as may be allowed to Landlord under this Lease; provided, that with respect to non-monetary defaults that by their nature are susceptible of cure by a party other than Landlord, the mortgagee or lessor shall be allowed an additional fifteen (15) day period to commence and complete the cure of such default beyond the time period allowed to Landlord under this Lease. Tenant shall agree that if such notice and opportunity to cure a Landlord’s default are required to be given pursuant to any such instrument, but Tenant does not comply with such requirement, then the party succeeding to the interest of Landlord as a result of the provisions hereof subsequent enforcement of the mortgage or lease described in such instrument shall not be liable for any accrued obligation of the former Landlord or any act or omission of the former Landlord relating to Landlord’s default of which no notice or applicable opportunity to cure was given to the mortgagee or lessor. Each of Tenant and this Lease or Tenant's right to possession hereunder shall have been terminated or Landlord agrees that, if requested by the other, each shall, without charge, enter into (i) a Subordination, Non-Disturbance and Attornment Agreement reasonably and customarily requested by mortgagees, and the form attached hereto as Exhibit G shall be terminable reasonable and customary provided such agreement contains provisions relating to non-disturbance in accordance with the provisions of this Lease. The foregoing subordination Article 26.1, and non-disturbance (ii) an agreement with the mortgagee whereby Tenant shall agree for the benefit of such mortgagee that Tenant will not, without in each case the prior written consent of such mortgagee, which shall not be unreasonably withheld, conditioned or delayed, (a) amend, modify, cancel or surrender the Lease Term except as expressly permitted by the provisions of this Section shall be automatic and self-operative without the necessity of the execution of Lease, or enter into any further instrument agreement with Landlord so to do, or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber pay any installment of Base Rental more than one (1) month in advance of the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement due date thereof or otherwise than in the manner provided by lawfor in this Lease.
Appears in 2 contracts
Samples: Deed of Lease Agreement, Deed of Lease Agreement (Newmarket Corp)
Subordination. This AgreementSubject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, Tenant's interest hereunder this Lease shall be subject and Tenant's leasehold interest in and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to lien of any mortgage or mortgages and security interests trust deed now or hereafter in force and effect upon or encumbering against Landlord's ’s leasehold interest in the Leased Property, this Lease or any portion part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds require in writing that this Lease be superior thereto. Landlord’s delivery to Tenant of a commercially reasonable non-disturbance agreements) in favor of Tenant from any third party or parties of any of Landlord's rights under this Agreement or the rents, issues mortgage holders and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, lien holders of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements and/or Master Landlord shall be in consideration of, and all amendments a condition precedent to, Tenant’s agreement to be bound by the TCCs of this Article 17. Subject to Tenant’s receipt of the non-disturbance agreement(s) described above, Tenant covenants and supplements to agrees in the event any such mortgage, mortgages or assignments, and upon recording proceedings are brought for the foreclosure of any such mortgagemortgage or deed in lieu thereof, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and attorn to the Leased Property irrespective of the dates of execution, delivery lienholder or recordation of purchaser or any successors thereto upon any such mortgageforeclosure sale or deed in lieu thereof, mortgages to recognize such purchaser or assignments (lienholder as the lessor under this Lease, provided such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of lienholder or purchaser shall agree to accept this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgageeand not disturb Tenant’s occupancy, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease so long as Tenant is not in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions Default of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold Landlord’s interest in the Leased Property this Lease may be assigned as security at any time to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawlienholder.
Appears in 2 contracts
Samples: Lease (CoreSite Realty Corp), Lease (CoreSite Realty Corp)
Subordination. This AgreementTenant expressly agrees that, Tenant's interest hereunder at the sole option of Landlord, this lease shall be either subject and Tenant's leasehold interest in and subordinate, or paramount, to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferiormortgages, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyDeeds of Trust, or any portion other encumbrances now placed or which may be placed in the future upon the real property of which the demised premises are a part by the owners thereof, and to all collateral assignments renewals, modifications, replacements or extensions thereof. And Tenant further agrees that, whenever requested to do so by Landlord, Tenant will execute, sign and deliver any documents required to effectuate such subordination or superiority. Tenant shall, upon request from Landlord, execute and deliver to Landlord any certificate or other instrument stating the date this lease will terminate, the date to which rent has been paid, that this lease is in full force and effect without modification, and that Tenant has no rights of deduction or offset hereunder or, if this lease has been modified or if Tenant claims a deduction or offset hereunder, stating the effect of such modification and/or the claimed deduction or offset. Tenant hereby irrevocably constitutes and appoints Landlord as Tenants’ attorney in fact to execute (and to deliver to any third party party) any documents required to effect such subordination or parties superiority and nay such certificate or instrument for and on behalf of any of Tenant, if Tenant shall have failed to do so within ten (10) days after request therefore by Landlord's rights , and in such event Landlord shall be conclusively deemed not in default under this Agreement lease. Any right, either expressed or implied, to quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements premises which Tenant may have under this lease shall be subject to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use lease under this Lease in and Article. Notwhithstanding anything to the Leased Property (including rights to have insurance contrary in the foregoing, Landlord agrees that is shall reasonably cooperate with and condemnation proceeds made available for proper reconstruction of assist Tenant in Tenant’s obtaining a lender’s standard form Non-Disturbance Agreement by requesting such an agreement from the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination lender on the part behalf of Tenant. Tenant acknowledges Any and agrees that notwithstanding the foregoing automatic subordinationall costs and expenses incurred in obtaining a Non-Disturbance Agreement shall be Tenant’s sole responsibility, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property including but not limited to any such Facility Mortgage, in confirmation fees or furtherance of or in addition to costs imposed by the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and lender any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this attorneys’ fees incurred by Tenant or Landlord. Any negotiations or modifications of lender’s standard form Non-Disturbance Agreement or otherwise provided by lawshall be Tenant’s sole responsibility.
Appears in 2 contracts
Samples: First Lease Addendum (City National Corp), First Lease Addendum (City National Corp)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and (A) Notwithstanding anything herein to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorcontrary, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects no Incentive Management Fee with respect to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same Fiscal Year shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to paid by the Leased Property irrespective Partnership or accepted by Manager until (i) all of the dates of executioninterest and principal due and payable during such month or Fiscal Year, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon as the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagorcase may be, with respect to such mortgage, Tenant's possession the First Mortgage Loan and right of use under this Lease the Subordinated Mortgage Loan (as those terms are defined in and to the Leased Property Venture Agreement) (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property"Loans") shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated paid or provided for by the Partnership, and (ii) all interest and principal on any Additional Loan or Deficiency Loan and payments of any Preferred Return and Deferred Preferred Return, as those terms are defined in the Venture Agreement, due for such Fiscal Year and any prior Fiscal Year shall have been paid or provided for by the Partnership (all of the foregoing being herein referred to as "Senior Obligations"). All payments of the Incentive Management Fee with respect to any Fiscal Year shall be terminable subordinate to the Senior Obligations in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section 5.4 and any payments received by Manager in violation of the foregoing shall be automatic and self-operative without held in trust by Manager for the necessity benefit of the execution holders of any further instrument the Senior Obligations and shall be paid over or agreement delivered to the holders of subordination on the part of TenantSenior Obligations in accordance with their respective payment priorities. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationIn addition, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance event of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing a default under the Loans causing acceleration of the Loans or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate a sale by the Partnership of all or allow Landlord to encumber substantially all of the Leased Property as herein contemplated. IfResort or (c) the condemnation or insured casualty loss of all or substantially all of the Resort or (d) the liquidation, within thirty (30) days following Tenant's receipt dissolution or winding up of a written request by Landlord or the holder or proposed holder of any such Facility MortgagePartnership, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant no Incentive Management Fee shall be paid to Manager until all Senior Obligations have been paid in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawfull.
Appears in 2 contracts
Samples: Development Services and Management Agreement (WMS Hotel Corp), Development Services and Management Agreement (El Conquistador Partnership Lp)
Subordination. This AgreementExcept as otherwise provided in this Section 14.7, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests indebtedness of any Borrower now or hereafter in force and effect upon owing to any other Borrower is hereby subordinated to the Obligations, whether heretofore, now or encumbering Landlord's interest in the Leased Property, or any portion thereofhereafter created, and to all collateral assignments by Landlord to any third party whether before or parties after notice of termination hereof, and, following the occurrence and during the continuation of an Event of Default, no Borrower shall, without the prior consent of Agent, pay in whole or in part any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to indebtedness nor will any such mortgage, mortgages Borrower accept any payment of or assignments, and upon recording on account of any such mortgageindebtedness at any time while such Borrower remains liable hereunder. At the request of Agent, mortgages after the occurrence and during the continuance of an Event of Default, each Borrower shall pay to Agent all or assignments, the same any part of such subordinated indebtedness and any amount so paid to Agent at its request shall be deemed applied to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and payment of the Obligations. Each payment on the indebtedness of any Borrower to the Leased Property irrespective other Borrowers received in violation of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right shall be deemed to possession hereunder shall have been terminated or received by any other Borrower as trustee for Agent and Lenders and shall be terminable paid over to Agent immediately on account of the Obligations, but without otherwise affecting in accordance with any manner any such Borrower’s liability under any of the provisions of this LeaseAgreement. The foregoing subordination Each Borrower agrees to file all claims against the other Borrowers in any bankruptcy or other proceeding in which the filing of claims is required by law in respect of any indebtedness of the other Borrowers to such Borrower, and non-disturbance provisions of this Section Agent and Lenders shall be automatic and self-operative without the necessity of the execution entitled to all of any further instrument or agreement of subordination on the part of Tenantsuch Borrower’s rights thereunder. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver If for any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to reason any such Facility Mortgage, in confirmation or furtherance of or in addition Borrower fails to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that file such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within claim at least thirty (30) days following Tenant's receipt of a written request by Landlord or prior to the holder or proposed holder of any last date on which such Facility Mortgageclaim should be filed, Tenant shall fail or refuse or shall have not executed any Agent, as such further instrument or agreement of subordinationBorrower’s attorney-in-fact, for whatever reason, Tenant shall be in breach and default of its obligation is hereby authorized to do so in Borrowers’ name or, in Agent’s discretion, to assign such claim to, and cause a proof of this Agreement claim to be filed in the name of, Agent’s nominee. In all such cases, whether in administration, bankruptcy or otherwise, the person or persons authorized to pay such claim shall pay to Agent the full amount payable on the claim in the proceeding, and Landlord shall to the full extent necessary for that purpose any such Borrower hereby assigns to Agent, for itself and the ratable benefit of Secured Parties, all such Borrower’s rights to any payments or distributions to which such Borrower otherwise would be entitled. If the amount so paid is greater than any such Borrower’s liability hereunder, Agent will pay the excess amount to the person entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawthereto.
Appears in 2 contracts
Samples: Loan and Security Agreement (Pcm, Inc.), Loan and Security Agreement (Pc Mall Inc)
Subordination. This AgreementLease is subject to and Tenant agrees to comply with all matters of record affecting the Real Property. This Lease is also subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the Real Property, as well as all renewals, modifications. consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant's interest hereunder , Tenant agrees to execute, acknowledge and Tenant's leasehold interest in deliver, within five (5) days, any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to the Leased Property are hereby agreed by Tenant cause this Lease to be and are hereby made junior, inferior, become and remain subject and subordinate and subject in right, title, interest, lien, encumbrance, priority to any and all other respects to any mortgage ground or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgageunderlying leases, mortgages or assignmentsdeeds of trust which may hereafter be executed covering the Premises, the Project or the property or any renewals. modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and upon recording without regard to the time or character of such advances. together with interest thereon and subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any such mortgagecovenant or provision of this Lease. Tenant agrees, mortgages within five (5) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or assignments, instruments requested by Landlord or necessary or proper to assure the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be to any such mortgages, deeds of trust, or leasehold estates. Tenant agrees that if any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the express condition that the validity lessor under this Lease; Tenant shall. within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any notices of Landlord’s default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease. The foregoing subordination Lease and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity obligations of the execution Tenant hereunder in the event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsale.
Appears in 2 contracts
Samples: Office Lease (Castle Biosciences Inc), Office Lease (Castle Biosciences Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to option of Landlord or any mortgage or mortgages and lender of Landlord’s that obtains a security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyBuilding, this Lease shall be either superior or any portion thereofsubordinate to all ground or underlying leases, mortgages and deeds of trust, if any, which may hereafter affect the Building, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof; provided, amendments, supplements and replacement being a "Facility Mortgage"). The subordination that so long as no Event of Default occurs under this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgageLease, Tenant's ’s possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction quiet enjoyment of the Leased Property) Premises shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable not terminate in accordance with the provisions event of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution termination of any further instrument such ground or agreement underlying lease, or the foreclosure of subordination on the part any such mortgage or deed of Tenanttrust, to which this Lease has been subordinated pursuant to this Section. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument commercially reasonable documents or agreement of subordination of this Agreement agreements requested by Landlord or Tenant's interest hereunder such lessor or Tenant's leasehold interest lender which provide Tenant with the non-disturbance protections set forth in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section. In the event of a termination or foreclosure, Tenant shall promptly become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall execute any commercially reasonable instrument required by Landlord’s successor for that purpose. Tenant shall also, upon written request of Landlord, execute and deliver all commercially reasonable instruments as may be required from time to time to subordinate the same rights of Tenant under this Lease to any ground or underlying lease or to the requesting party lien of any mortgage or deed of trust (provided that such instrument or agreement also reflects instruments include the non-disturbance nondisturbance and attornment provisions set forth above), or, if requested by Landlord, to subordinate, in whole or in part, any ground or underlying lease or the lien of any mortgage or deed of trust to this Lease. Further, Tenant agrees that it will, from time to time, execute such documentation as may any purchaser at a foreclosure sale or lender taking title under a deed-in-lieu of foreclosure shall not be requested by Landlord and responsible for any Mortgagee (a) to assist Landlord and such Mortgagee in establishing act or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt omission of a written request prior landlord, shall not be subject to any offsets or defenses Tenant may have against a prior landlord, and shall not be liable for the return of the security deposit to the extent it is not actually received by such purchaser or bound by any rent paid for more than the current month in which the foreclosure occurred. Landlord or hereby represents to Tenant that, as of the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and date of this Agreement and Landlord shall be entitled thereupon Lease, no ground or underlying lease, mortgage or deed of trust referred to exercise any and all remedies available to Landlord pursuant to in this Agreement or otherwise provided by lawSection 13.1 encumbers the Premises and/or the Building.
Appears in 2 contracts
Samples: Lease (Ista Pharmaceuticals Inc), Lease (Micro Therapeutics Inc)
Subordination. This AgreementWithout the necessity of any further instrument or act of Tenant, Tenant's this Lease, and Xxxxxx’s interest hereunder and Tenant's leasehold interest in rights hereunder, are, and shall be, subject and subordinate at all times to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to lien of any existing or future first mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in on the Leased Property, Building or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or ground lease which the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements ofBuilding is subject to, and all amendments amendments, modifications, assignments and supplements to any such mortgageextensions thereof. Xxxxxx agrees, mortgages or assignments, and upon recording at the election of the holder of any such mortgage, mortgages or assignmentslessor for any ground lease, to attorn to any such holder or lessor. Xxxxxx agrees upon demand to execute, acknowledge and deliver such commercially reasonable instruments, confirming such subordination and such instruments of attornment as shall be reasonably requested by any such holder; provided that such instrument shall not increase the same obligations of Tenant under this Lease or decrease the rights of Tenant under this Lease in any material respect. Notwithstanding the foregoing, any such holder may at any time subordinate its mortgage to this Lease, without Xxxxxx’s consent, by notice in writing to Tenant. The term “mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “holder” of a mortgage shall be prior in dignitydeemed to include the beneficiary under a deed of trust. Notwithstanding the preceding provisions of this Paragraph, lien this Lease and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold Xxxxxx’s interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Premises shall not be disturbed by such Mortgagee unless subordinate to any future mortgage or deed of trust on the Building, and until Tenant shall breach any of the provisions hereof and not be obligated to execute an instrument subordinating this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold ’s interest in the Leased Property Premises to any future mortgage or deed of trust on the Building, unless concurrently with such Facility Mortgage, subordination the holder of such mortgage or deed of trust agrees in confirmation or furtherance such instrument of or subordination not to disturb Tenant’s possession of the Premises (so long as no default exists under the Lease) in addition the event such holder acquires title to the foregoing subordination provisions Premises through foreclosure, deed in lieu of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument foreclosure or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawotherwise.
Appears in 2 contracts
Samples: Lease Agreement (RayzeBio, Inc.), Lease Agreement (RayzeBio, Inc.)
Subordination. This AgreementLease, Tenant's ’s interest hereunder and Tenant's ’s leasehold interest in and to the Leased Property Premises are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's ’s interest in the Leased PropertyPremises, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's ’s rights under this Agreement Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this AgreementLease, Tenant's ’s interest hereunder and Tenant's ’s leasehold interest in and to the Leased Property Premises irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (assignments; provided, however, such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgageeholder of any such mortgage or assignment, and that, notwithstanding any default by the mortgagor, Landlord with respect to such mortgagemortgage or assignment, Tenant's ’s possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Premises shall not be disturbed by such Mortgagee mortgagee or ground lessor unless and until Tenant shall breach any of the provisions hereof after notice and expiration of the applicable cure period, if any, and this Lease or Tenant's ’s right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationHowever, if Landlord or Mortgagee the holder or proposed holder of any such mortgage, mortgages or assignments shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Lease, Tenant's ’s interest hereunder or Tenant's ’s leasehold interest in the Leased Property Premises to any such Facility Mortgagemortgage, mortgages or assignments in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party within ten (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (3010) days following Tenant's ’s receipt of such a written request by Landlord or the holder or proposed holder of any such Facility Mortgagerequest. Such documents shall include a non-disturbance provision in accordance with this Section, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach a form reasonably acceptable to lender, Landlord and default of its obligation to do so Tenant, and of shall not amend this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 2 contracts
Samples: Real Estate Purchase and Sale Contract, Lease Agreement (United Rentals Inc /De)
Subordination. This Agreement, Tenant's interest hereunder Lease shall be subject and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage mortgage, deed of trust or mortgages and security interests ground lease now or hereafter in force and effect placed upon or encumbering Landlord's interest in the Leased PropertyPremises, the Office Complex, the Property or any portion thereofthereof by Lessor or its successors or assigns, and to all collateral assignments by Landlord amendments, replacements, renewals and extensions thereof. Lessee agrees at any time hereafter, upon demand, to execute and deliver any third party instruments, releases or parties other documents that may be reasonably required for the purpose of any of Landlord's rights under subjecting and subordinating this Agreement or Lease, as above provided, to the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording lien of any such mortgage, mortgages deed of trust or assignmentsground lease. It is agreed, nevertheless, that as long as Lessee is not in default in the same shall be deemed payment of Base Rent, Additional Rent, and other charges to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized paid by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use Lessee under this Lease and in the performance of all covenants, agreements and conditions to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed performed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and Lessee under this Lease or TenantLease, then neither Lessee's right to possession hereunder shall have been terminated or shall be terminable quiet enjoyment under this Lease, nor the right of Lessee to continue to occupy the Premises and to conduct its business thereon, in accordance with the provisions terms of this LeaseLease as against any lessor, lessee, mortgagee, trustee or their successors or assigns shall be disturbed. The foregoing above subordination and non-disturbance provisions of this Section shall be automatic and self-operative effective without the necessity of the execution and delivery of any further instrument or agreement of subordination instruments on the part of TenantLessee to effectuate such subordination. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordinationNotwithstanding anything hereinabove contained in this Article XV, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property event the holder of any mortgage, deed of trust or ground lease shall at any time elect to have this Lease constitute a prior and superior lien to its mortgage, deed of trust or ground lease, then, and in such event, upon any such Facility Mortgageholder or landlord notifying Lessee to that effect in writing, this Lease shall be deemed prior and superior in confirmation lien to such mortgage, deed of trust or furtherance of ground lease, whether this Lease is dated prior to or in addition subsequent to the foregoing subordination provisions date of this Sectionsuch mortgage, Tenant deed of trust or ground lease, and Lessee shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation attornment agreement as may be reasonably requested by Landlord and said holder or Lessor. Lessee agrees, provided the mortgagee, ground lessor or trust deed holder under any Mortgagee mortgage, ground lease, deed of trust or other security instrument shall have notified Lessee in writing (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in by the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt way of a written request by Landlord notice of assignment of lease or the otherwise) of its address, that Lessee shall give such mortgagee, ground lessor, trust deed holder or proposed other secured party ("Mortgagee"), simultaneously with delivery of notice to Lessor, by registered or certified mail, a copy of any such notice of default served upon Lessor. Lessee further agrees that said Mortgagee shall have the right to cure any alleged default during the same period that Lessor has to cure such default. On or before the commencement of the term of this Lease, Lessor agrees to provide an express "non-disturbance" agreement from the holder of any mortgage or deed of trust in place as of such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawtime.
Appears in 2 contracts
Samples: Office Lease (Jda Software Group Inc), Office Lease Scottsdale Northsight (Jda Software Group Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, option of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior expressed in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, writing from time to time, execute such documentation as may this Lease and the rights of Tenant hereunder are and shall be requested by Landlord subject and subordinate to any and all mortgages, trust deeds and charges (any of which are herein called "Mortgage" or "Mortgages") and any Mortgagee and all easements and rights of way (aprovided that the same do not materially adversely affect Tenant's access to or use of the Premises) to assist Landlord and such Mortgagee ("Easements") on or in establishing any way affecting the Premises or perfecting the Project or any security interest in Landlord's interest part thereof now or in the Reserve future, including all renewals, extensions, modifications and the funds therein; replacements of any Mortgages and Easements from time to time. Tenant will at any time on ten (b10) to facilitate days' Notice from Landlord or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt holder of a written Mortgage attom to and become a tenant of the holder of any of such Mortgages or any party whose title to the Project is superior to that of Landlord upon the same terms and conditions as set forth herein. Tenant will execute promptly on request by Landlord any certificates, agreements, instruments of postponement or attomment, or other such instruments or agreements as requested from time to time to postpone or subordinate this Lease and all of Tenant's rights hereunder to any of such Mortgages or Easements or to otherwise give full effect to any of the holder or proposed provisions of this Article 15. Provided there is no Uncured Event of Default, and at Tenant's request and sole cost and expense, Landlord shall use commercially reasonable efforts to obtain from the holder of any such Facility Mortgage, in respect of which Tenant shall fail has executed and delivered an instrument of postponement, subordination or refuse or shall have not executed any such further instrument or attomment as required hereby, its agreement to permit Tenant to continue in occupation of subordination, for whatever reason, Tenant shall be the Premises in breach accordance with and default of its obligation subject to do so and the terms of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 2 contracts
Samples: Rent Deposit Agreement (Algae Dynamics Corp.), Rent Deposit Agreement (Algae Dynamics Corp.)
Subordination. This AgreementLease is subject and subordinate to all ground or underlying leases, mortgages and deeds of trust which affect the property or the Project, including all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the lessor under any such lease or the holder or holders of any such mortgage or deed of trust shall advise Landlord that they desire or require this Lease to be prior and superior thereto, upon written request of Landlord to Tenant's interest hereunder , Tenant agrees to promptly execute, acknowledge and Tenant's leasehold interest in deliver any and I all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. Landlord shall have the right to the Leased Property are hereby agreed by Tenant cause this Lease to be and are hereby made junior, inferior, become and remain subject and subordinate and subject in right, title, interest, lien, encumbrance, priority to any and all other respects to any mortgage ground or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgageunderlying leases, mortgages or assignments, and upon recording deeds of any such mortgage, mortgages or assignmentstrust which may hereafter be executed covering the Premises, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Project or the Leased Property irrespective of the dates of execution, delivery property or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignmentsrenewals, modifications, extensionsconsolidations, renewalsreplacements or extensions thereof, amendmentsfor the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, supplements together with interest thereon and replacement being subject to all the terms and provisions thereof; provided, however, that Landlord obtains from the lender or other party in question a "Facility Mortgage")written undertaking in favor of Tenant to the effect that such lender or other party will not disturb Tenant’s right of possession under this Lease if Tenant is not then or thereafter in breach of any covenant or provision of this Lease. The Tenant agrees, within ten (10) days after Landlord’s written request therefor, to execute, acknowledge and deliver upon request any and all documents or instruments requested by Landlord or necessary or proper to assure the subordination of this Lease shall be to any such mortgages, deed of trust, or leasehold estates. Tenant agrees that in the event any proceedings are brought for the foreclosure of any mortgage or deed of trust or any deed in lieu thereof, to attorn to the purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the express condition that the validity lessor under this Lease; Tenant shall, within five (5) days after request execute such further instruments or assurances as such purchaser may reasonably deem necessary to evidence or confirm such attornment. Tenant agrees to provide copies of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any notices of Landlord’s default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in to any mortgagee or deed of trust beneficiary whose address has been provided to Tenant and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach provide such mortgagee or deed of trust beneficiary a commercially reasonable time after receipt of such notice within which to cure any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with such default. Tenant waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease. The foregoing subordination Lease and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity obligations of the execution Tenant hereunder in the event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsale.
Appears in 2 contracts
Samples: Standard Office Lease, Standard Office Lease (Nexsan Corp)
Subordination. This AgreementTenant expressly agrees that, Tenant's interest hereunder at the sole option of Landlord, this lease shall be either subject and Tenant's leasehold interest in and subordinate, or paramount, to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferiormortgages, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyDeeds of Trust, or any portion other encumbrances now placed or which may be placed in the future upon the real property of which the demised premises are a part by the owners thereof, and to all collateral assignments renewals, modifications, replacements or extensions thereof. And Tenant further agrees that, whenever requested to do so by Landlord, Tenant will execute, sign and deliver any documents required to effectuate such subordination or superiority. Tenant shall upon request from Landlord, execute and deliver to Landlord any certificate or other instrument stating the date this lease will terminate, the date to which rent has been paid, that this lease is in full force and effect without modification, and that Tenant has no rights of deduction or offset hereunder or, if this lease has been modified or if Tenant claims a deduction or offset hereunder, stating the effect of such modification and/or the claimed deduction or offset. Tenant hereby irrevocably constitutes and appoints Landlord as Tenants' attorney in fact to execute (and to deliver to any third party party) any documents required to effect such subordination or parties superiority and nay such certificate or instrument for and on behalf of any of Tenant, if Tenant shall have failed to do so within ten (10) days after request therefore by Landlord's rights , and in such event Landlord shall be conclusively deemed not in default under this Agreement lease. Any right, either expressed or implied, to quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements premises which Tenant may have under this lease shall be subject to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease lease under this Article. Notwithstanding anything to the contrary in the foregoing, Lanldord agrees that it shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, reasonably cooperate with and that, notwithstanding any default by the mortgagor, with respect to such mortgage, assist Tenant in Tenant's possession and right of use under this Lease in and to obtaining a lender's standard form Non-Disturbance Agreement by requesting such an agreement from the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination lender on the part behalf of Tenant. Tenant acknowledges Any and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee all costs and expenses incurred in obtaining a Non-Disturbance Agreement shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or be Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property sole responsibility, including but not limited to any such Facility Mortgage, in confirmation fees or furtherance of or in addition to costs imposed by the foregoing subordination provisions of this Section, Tenant shall promptly execute lender and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this attorneys' fees incurred by Tenant or Landlord. Any negotiations or modifications of lender's standard form Non-Disturbance Agreement or otherwise provided by lawshall be Tenant's sole responsibility.
Appears in 2 contracts
Samples: City National Corp, Office Building Lease (City National Corp)
Subordination. This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority lien of any and all mortgages, deeds of trust or other respects to any mortgage or mortgages and security interests devices which may now or hereafter in force and effect upon affect or encumbering Landlord's interest in the Leased Property, encumber all or any portion thereofof the demised premises. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee, or holder of another security device or holder of a ground leasehold interest. In confirmation of such subordination, however, Lessee agrees to execute and acknowledge any documents required to all collateral assignments by Landlord to any third party or parties effectuate such subordination or, at the option of any of Landlordsuch holder of mortgage or deed to secure debt, to make this Lease or any option granted herein prior to the lien of such mortgage, deed of trust or other security devices, as the case may be, provided, in the case of a subordination, the holder of the mortgage or deed of trust agrees, so long as Lessee is not in default under this Lease, (i) not to disturb Lessee's possession or rights under this Agreement Lease and (ii) to recognize Lessee as a direct tenant subsequent to such holder's acquisition of title, but, in no event, shall the acquirer of Lessor's interest be obligated for, or liable to Lessee as a result of, any failure in Lessor's performance under this Lease prior to such party's acquisition of title nor shall such party (a) be bound by any payment of base rent or item of additional rent paid more than one (1) month in advance, (b) be liable for any damages or subject to any offset or defense by Lessee for any act or omission of Lessor prior to such party's acquisition of title or (c) be bound by any termination, amendment, modification, cancellation or surrender of this Lease made without such holder's consent. Notwithstanding the foregoing, in the event any such mortgagee or the rentsholder of any deed to secure debt, issues and profits thereof other security device or therefrom as ground leasehold interest shall elect to make the lien of this Lease prior to the lien of its mortgage, deed to secure debt, other security for any liability device or indebtednessground leasehold interest, directthen, indirect or contingent, of Landlord upon such party giving Lessee written notice to such third party or partieseffect, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same this Lease shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective lien of the dates of executionsuch mortgage deed to secure debt, delivery other security device or recordation of any such mortgageground leasehold interest, mortgages whether dated prior or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsubsequent thereto.
Appears in 1 contract
Subordination. This AgreementAt the election of Landlord or any mortgagee or beneficiary with a deed of trust encumbering the Building and/or the Development, Tenant's interest hereunder and Tenant's leasehold interest in and or any lessor of a ground or underlying lease with respect to the Leased Property are hereby agreed by Tenant to Building, this Lease will be subject and are hereby made junior, inferior, subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building; and subject in right, title, interest, lien, encumbrance, priority and all other respects to (ii) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter in force and effect upon be executed for which the Building, the Development or encumbering any leases thereof, or Landlord's interest and estate in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rentssaid items, issues and profits thereof or therefrom is specified as security for any liability or indebtednesssecurity; provided, directhowever, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and as a condition to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease to any ground lease, mortgage or deed of trust, the applicable ground lessor or mortgagee shall be upon the express condition agree that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall of the Premises will not be terminable disturbed as long as Tenant is not in accordance with the provisions of default under this Lease. The foregoing subordination Notwithstanding the foregoing, Landlord reserves the right to subordinate any such ground leases or underlying leases or any such liens to this Lease. If any such ground lease or underlying lease terminates for any reason or any such mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election of Landlord's successor in interest, Tenant agrees to attorn to and non-disturbance provisions become the tenant of this Section shall be automatic and self-operative without the necessity such successor in which event Tenant's right to possession of the execution Premises will not be disturbed as long as Tenant is not in default under this Lease. Tenant hereby waives its rights under any law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event of any further instrument such foreclosure proceeding or agreement of subordination on the part of Tenantsale. Tenant acknowledges covenants and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant to execute and deliver deliver, upon demand by Landlord and in the form reasonably required by Landlord, any further instrument additional documents evidencing the priority or agreement of subordination of this Agreement or Lease and Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property attornment agreement with respect to any such Facility Mortgage, in confirmation ground lease or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord underlying leases or the holder or proposed holder lien of any such Facility Mortgagemortgage or deed of trust. If Tenant fails to sign and return any such documents within ten (10) days of receipt, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall will be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawhereunder.
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Without the Leased Property are hereby agreed necessity of any additional document being executed by Tenant to be for the purpose of effecting a subordination, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and at the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereofof the Premises or any ground lessor with respect to the land of which the Premises are a part, and to all collateral assignments by Landlord to any third party or parties the rights of any of Landlord's rights Tenant under this Agreement or the rents, issues Lease and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Building or the land upon which the express condition that the validity of this Lease shall be recognized by the MortgageeBuilding is situated or both, and that(ii) the lien of any mortgage or deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any default by subordination attorn to and become the mortgagorTenant of the successor in interest to Landlord, with respect to provided such mortgage, successor in interest will not disturb Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction use, occupancy or quiet enjoyment of the Leased Property) shall Premises so long as Tenant is not be disturbed by such Mortgagee unless and until Tenant shall breach any in default of the provisions hereof terms and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) liable for any act or omission of any prior lessor or with respect to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds thereinevents occurring prior to acquisition of ownership; and (b) subject to facilitate any offsets or allow Landlord to encumber the Leased Property as herein contemplated. Ifdefenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, except in those instances when Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be pays Rent quarterly in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord advance pursuant to this Agreement Section 8 hereof, then not more than three months' Rent; or otherwise provided (d) liable to Tenant for any Security Deposit not actually received by law.such successor in interest
Appears in 1 contract
Samples: Lease Agreement (Pri Automation Inc)
Subordination. This AgreementAt the option of Landlord or any of its mortgagees/deed of trust beneficiaries, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease, this Lease shall not be terminated or Tenant's quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying Lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgagemortgage or deed of trust, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of to which Tenant has subordinated this Lease pursuant to this Section. In the event of a termination or foreclosure, Tenant shall be become a tenant of and attorn to the successor-in-interest to Landlord upon the express condition same terms and conditions as are contained in this Lease, and shall promptly execute any instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, within ten (10) days following written request of Landlord (or the validity beneficiary under any deed of trust encumbering the Building), execute and deliver all instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any subordination, nondisturbance and attornment agreement in the form customarily required by such beneficiary) to subordinate this Lease shall be recognized by and the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right rights of use Tenant under this Lease in and to any ground or underlying lease or to the Leased Property (including rights lien of any mortgage or deed of trust; provided, however, that any such beneficiary may, by written notice to have insurance and condemnation proceeds made available for proper reconstruction Tenant given at any time, subordinate the lien of the Leased Property) shall not be disturbed by such Mortgagee unless and until its deed of trust to this Lease. Failure of Tenant shall breach to execute any of the provisions hereof and this Lease statements or Tenant's right instruments necessary or desirable to possession hereunder shall have been terminated or shall be terminable in accordance with effectuate the provisions of this Article, within ten (10) days after written request by Landlord, shall constitute a default under this Lease. The foregoing subordination and non-disturbance provisions In that event, Landlord, in addition to any other rights or remedies it might have, shall have the right, by written notice to Tenant, to terminate this Lease as of this Section a date not less than twenty (20) days after the date of Landlord's notice. Landlord's election to terminate shall be automatic and self-operative without the necessity of the execution not relieve Tenant of any further instrument or agreement of subordination on the part of Tenantliability for its default. Tenant acknowledges that Landlord's mortgagees and agrees that notwithstanding successors-in-interest and all beneficiaries under deeds of trust encumbering the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions Building are intended third party beneficiaries of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 1 contract
Samples: Office Space Lease (Pharmaprint Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in Lease is subject to all ground or underlying leases and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests and/or deeds at trust which may now or hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofPremises, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewalsreplacements and extensions thereof. This clause shall be self-operative and no further instrument of subordination shall be required by any mortgagee or trustee. In confirmation of such subordination, amendmentsTenant shall execute promptly any certificate that Landlord may request. Provided, supplements however, that notwithstanding the foregoing, the party secured by any such deed of trust shall have the right to recognize this Lease and, in the event of any foreclosure sale under such deed of trust, this Lease shall continue in full force and replacement being a "Facility Mortgage")effect at the option of the party secured by such deed of trust or the purchaser under any such foreclosure sale; and Tenant covenants and agrees that it shall, at the written request of the party secured by any such deed of trust, execute, acknowledge and deliver any instrument that has for its purpose and effect the subordination of said deed of trust to the lien of this Lease. The subordination At the option of any landlord under any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate, Tenant agrees that neither cancellation nor termination of such ground or underlying lease shall by operation of law or otherwise, result in cancellation or termination of this Lease shall be upon or the express condition obligations of Tenant hereunder, and Tenant covenants and agrees to attorn to such landlord or to any successor to landlord's interest in such ground or underlying lease, and in that the validity of event, this Lease shall continue as a direct lease between the Tenant herein and such landlord or its successor; and, in any case, such landlord or successor under such ground or underlying lease shall not be recognized bound by any prepayment on the Mortgageepart of Tenant of any rent for more than one month in advance, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use so that rent shall be payable under this Lease in and to accordance with its terms, from the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction date of the Leased Property) termination of the ground or underlying lease, as if such prepayment had not been made; and provided, further, such landlord or successor under such ground or underlying lease shall not be disturbed bound by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right any amendment or modification of this Lease unless, prior to possession hereunder the termination of such ground or underlying lease, a copy of this Lease or amendment or modification thereof, as the case may be, shall have been terminated delivered to such landlord or successor. Notwithstanding the foregoing, Tenant's subordination and attornment as set forth in this Paragraph 13 with respect to Landlord's current mortgagee shall be terminable in accordance with the provisions of this Lease. The foregoing subordination conditioned upon Landlord obtaining for Tenant a subordination, nondisturbance and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or attornment agreement of subordination from such mortgagee on the part of Tenant. mortgagee's standard form, subject to any changes thereto as Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall may request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided are reasonably necessary so that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee is in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawcustomary commercially reasonable form.
Appears in 1 contract
Samples: Lease (United Therapeutics Corp)
Subordination. This AgreementThe subordination provisions of Article XIII of the Indenture shall apply; provided, Tenant's interest hereunder however, that for the purposes of the Debentures (but not for the purposes of any other Securities unless specifically set forth in the terms of such Securities), the definitions of “Senior Debt” and Tenant's leasehold interest “Senior Indebtedness” in and to the Leased Property Indenture are hereby agreed by Tenant amended in their entirety to be read as follows: “‘Allocable Amounts,’ when used with respect to any Senior Subordinated Debt or Junior Subordinated Debt, means the amount necessary to pay all principal (and are hereby made juniorpremium, inferior, subordinate if any) and subject in right, title, interest, lienif any, encumbranceon such Senior Subordinated Debt or Junior Subordinated Debt, priority as applicable, in full less, if applicable, any portion of such amount which would have been paid to, and all other respects to any mortgage retained by, the holders of such Senior Subordinated Debt or mortgages and security interests now Junior Subordinated Debt, as applicable (whether as a result of the receipt of payments by the holders of such Senior Subordinated Debt or hereafter in force and effect upon or encumbering Landlord's interest in the Leased PropertyJunior Subordinated Debt, as applicable, or any portion thereofother obligor thereon or from any holders of, or trustee in respect of, other indebtedness that is subordinate and junior in right of payment to all collateral assignments by Landlord such Senior Subordinated Debt or Junior Subordinated Debt, as applicable, pursuant to any third party or parties provision of any such indebtedness for the payment over of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, amounts received on account of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and indebtedness to the Leased Property irrespective holders of such Senior Subordinated Debt or Junior Subordinated Debt, as applicable) but for the dates of executionfact that such Senior Subordinated Debt or Junior Subordinated Debt, delivery as applicable, is subordinate or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and junior in right of use under this Lease in and payment to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease trade accounts payable or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest accrued liabilities arising in the Leased Property to any such Facility Mortgage, in confirmation or furtherance ordinary course of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawbusiness.”
Appears in 1 contract
Subordination. This AgreementAt the option of Landlord or any of its mortgagees/trust indenture beneficiaries, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofPremises, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease, this Lease shall not be terminated or Tenant’s quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgage or trust indenture, to which Tenant has subordinated this Lease pursuant to this Section 13.1. In the event of a termination or foreclosure, Tenant shall become a tenant of and attorn to the successor-in-interest to Landlord upon the same terms and conditions as are contained in this Lease, and shall promptly execute any reasonable instrument required by Landlord’s successor for that purpose. Tenant shall also, within ten (10) business days following written request of Landlord (or the beneficiary under any trust indenture encumbering the Premises), execute and deliver all reasonable instruments as may be required from time to time by Landlord or such beneficiary (including without limitation any commercially reasonable subordination, nondisturbance and attornment agreement) to subordinate this Lease and the rights of Tenant under this Lease to any ground or underlying lease or to the lien of any mortgage or trust indenture; provided, however, that any such beneficiary may, by written notice to Tenant given at any time, subordinate the lien of its trust indenture to this Lease. Notwithstanding this Section 13.1, Tenant shall only be obligated to subordinate its leasehold interest to any mortgage, mortgages trust indenture, or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be underlying lease now or hereafter placed upon the express condition Premises if the instrument evidencing such subordination does not require Tenant to increase its leasehold obligations and if the holder of such mortgage or trust indenture or the landlord under such underlying lease will grant to Tenant a commercially reasonable non-disturbance agreement, which will provide that the validity of this Lease shall be recognized by the Mortgagee, and thatTenant, notwithstanding any default by of Landlord hereunder, shall have the mortgagor, with respect right to such mortgage, Tenant's remain in possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable Premises in accordance with the terms and provisions of this Lease for so long as Tenant shall not be in default under this Lease. The foregoing subordination Tenant acknowledges that Landlord’s mortgagees and nonsuccessors-disturbance provisions in-interest and all beneficiaries under deeds of trust encumbering the Premises are intended third party beneficiaries of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law13.1.
Appears in 1 contract
Samples: Lease (Leo Holdings III Corp.)
Subordination. This AgreementAt the option of Landlord, Tenant's interest hereunder and Tenant's leasehold interest in and this Lease shall be either superior or subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorall ground or underlying leases, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or deeds of trust, if any, which may hereafter in force and effect upon or encumbering Landlord's interest in affect the Leased Property, or any portion thereofBuildings, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights renewals, modifications, consolidations, replacements and extensions thereof; provided, that so long as Tenant is not in default under this Agreement Lease beyond any applicable cure period, this Lease shall not be terminated or Tenant's quiet enjoyment of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, Premises disturbed in the event of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording termination of any such mortgageground or underlying lease, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation foreclosure of any such mortgagemortgage or deed of trust, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of to which Tenant has subordinated this Lease pursuant to this Section. In the event of a termination or foreclosure, Tenant shall be become a tenant of and attorn to the successor-in-interest to Landlord upon the express condition that the validity of same terms and conditions as are contained in this Lease shall be recognized by the MortgageeLease, and thatshall execute any reasonable instrument reasonably required by Landlord's successor for that purpose. Tenant shall also, notwithstanding any default by within fifteen (15) days after request of Landlord, execute and deliver all reasonable instruments as may be required from time to time to subordinate the mortgagor, with respect to such mortgage, Tenant's possession and right rights of use Tenant under this Lease in and to any ground or underlying lease or to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution lien of any further instrument mortgage or agreement deed of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party trust (provided that such instrument or agreement also reflects the instruments include commercially reasonable non-disturbance and attornment provisions set forth above). Further, Tenant agrees that it willor, from time to time, execute such documentation as may be if requested by Landlord and Landlord, to subordinate, in whole or in part, any Mortgagee (a) to assist Landlord and such Mortgagee in establishing ground or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord underlying lease or the holder or proposed holder lien of any such Facility Mortgage, Tenant shall fail mortgage or refuse or shall have not executed any such further instrument or agreement deed of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant trust to this Agreement or otherwise provided by lawLease.
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to During the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination term of this Lease Agreement, PIMSA shall be upon have the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold encumber its interest in the Leased Property or in this Lease Agreement for any purpose it deems convenient, and COMPANY shall and hereby does subordinate its interest in this Lease Agreement and in the Leased Property to any such Facility Mortgageencumbrance. However, in the event such encumbrance is foreclosed or judicially enforced, the one who holds the encumbrance shall agree to honor this Lease Agreement and accept the performance by COMPANY of its obligations hereunder. COMPANY shall execute any agreement which may be required by PIMSA in confirmation or furtherance of or in addition to the foregoing such subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as submit whatever public financial data may normally be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee trust, insurance company, bank or other recognized lending institution. Once that PIMSA shall have notified COMPANY in establishing or perfecting any security writing that it has assigned its interest in Landlord's interest in this Lease Agreement to any lending institution as security for a debt or other obligation of PIMSA, PIMSA shall not have the Reserve and power to amend this Lease Agreement so as to reduce the funds therein; and (b) rent, decrease the term or modify or negate any substantial obligation of COMPANY hereunder, or to facilitate or allow Landlord to encumber accept a rescission of this contract, without the Leased Property as herein contemplatedwritten consent of such lending institution. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or Such obligation shall continue until the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or lending institution shall have not executed any notified COMPANY in writing that such further instrument assignment has been terminated, on the understanding that if PIMSA fails to obtain such lending institution's approval to carry out the foregoing, the amendment of the term above mentioned shall have no effect whatsoever as against such lending institution. In addition, if the lending institution should notify COMPANY in writing requiring the payment of rents hereunder directly to such lending institution or agreement of subordinationits representative, for whatever reason, Tenant then COMPANY shall be obligated to pay to such lending institution or its representative such subsequent monthly rental coming due under this Lease Agreement (together with any unpaid rent then past due), until the date on which such lending institution notifies COMPANY authorizing payment of rent to PIMSA or other party entitled thereto. COMPANY understands and agrees that except for the advanced rental payments provided for in breach and default Paragraph A.1. of its obligation to do so and Clause V of this Agreement and Landlord shall be entitled thereupon to exercise Lease Agreement, PIMSA may not collect any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.rent more than one
Appears in 1 contract
Samples: Lease Agreement (Coastcast Corp)
Subordination. This AgreementAt the election of Landlord or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Premises or any ground lessor of the Lot, Tenant's interest hereunder the rights of Tenant under this Lease and Tenant's leasehold interest in this Lease shall be subject and to subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Leased Property are hereby agreed by Tenant to be Building or the land upon which the Building is situated or both, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to (ii) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter be executed in any amount for which the Building, the Lot, ground leases or underlying leases, or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the foregoing, Landlord or any such ground lessor, mortgagee, or any beneficiary shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination and upon the request of such successor to Landlord, attorn to and become the Tenant of the successor in interest to Landlord, provided such successor in interest will not and agrees not to disturb Tenant's use, occupancy or quiet enjoyment of the Premises so long as Tenant is not in default of the terms and provisions of this Lease beyond any applicable cure periods. The successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Tenant for the Damage Deposit nor responsible to Tenant for the return or relinquishment of the Letter of Credit if the Damage Deposit is not actually received by, or the Letter of Credit is not actually assigned and delivered to, such successor in interest. Landlord shall be responsible to Tenant for the return of the Damage Deposit or relinquishment of the Letter of Credit, until and unless Landlord actually transfers such Damage Deposit or Letter of Credit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within ten (10) days of a demand or request by Landlord and in the form requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant's failure to timely execute and deliver such additional documents shall, at Landlord's option, constitute a material default hereunder. Tenant hereby acknowledges that as of the date on which Landlord and Tenant execute this Lease there is a deed of trust encumbering, and in force against, the Premises (i.e. the Building and effect upon the Lot) in favor of Principal Mutual Life Insurance Company (the "Current Lender"). As soon as practicable after the parties execute this Lease but in no event later than forty-five (45) days thereafter, Landlord shall cause the Current Lender to execute, acknowledge and record in the official records of Alameda County, California (the "Official Records") a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit J attached hereto, entitled "Subordination, Non-Disturbance and Attornment Agreement." If Landlord at any time during the Term of this Lease causes any portion of the Premises to be encumbered by a new deed of trust or encumbering mortgage pursuant to which the beneficiary of such deed of trust or mortgage is a party or entity other than the Current Lender, the parties acknowledge and agree that the form and substance of any subordination, non-disturbance and attornment agreement that may be requested to be executed and delivered by Tenant in connection therewith will be the "Subordination, Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit J. If the foregoing occurs and/or if any party which acquires, or otherwise succeeds to, Landlord's interest in the Leased PropertyPremises, the Building or the Lot (including without limitation, any ground lessee) encumbers or places a lien against any portion of the Premises with a mortgage, deed of trust or similar security instrument and the beneficiary thereof requires this Lease to be subordinated to such encumbrance or lien, Landlord or the successor of Landlord will provide to Tenant a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit J. Landlord or the successor of Landlord, the subject beneficiary and Tenant shall cause any such subordination, non-disturbance and attornment agreement to be executed, acknowledged and recorded concurrently with, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignmentssoon as practicable after, the same shall be deemed to be prior in dignity, lien execution and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such lien, deed of trust or mortgage. In addition to the foregoing, mortgages or assignments (if Landlord enters into a ground lease with regard to the Building and/or the Lot and such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of ground lessee requires this Lease shall to be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect subordinated to such mortgageground lease, Tenant's possession the ground lessee and right of use under this Lease in and ground lessor will provide to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and a subordination, non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or attornment agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation form attached hereto as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.Exhibit J.
Appears in 1 contract
Samples: Lease Agreement (Webvan Group Inc)
Subordination. This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority any and all other respects to any mortgage mortgages or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in deeds of trust currently existing on the Leased Property, or any portion thereofproperty of which the Premises is a part, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same clause shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic necessary to effect such subordination; however, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Sectionrequested by Landlord, Tenant shall promptly execute and deliver to Landlord any such certificate(s) in a commercially reasonable form as Landlord may reasonably request evidencing the same subordination of this Lease to or the assignment of this Lease as additional security for such mortgages or deeds of trust; provided, further, upon Tenant's request, Landlord shall use reasonable efforts to obtain a non-disturbance agreement in a commercially reasonable form from any such mortgagee, trustee or beneficiary currently having an interest in all or any portion of the Premises. Subject to the requesting party (provided condition precedent that Landlord provide Tenant with a non- disturbance agreement in a commercially reasonable form in favor of Tenant from any mortgagee, trustee or beneficiary, this Lease shall be subject and subordinate to any mortgage or deed of trust which may hereafter encumber the property of which the Premises is a part. Tenant's obligations under this Lease shall continue in full force and effect notwithstanding any such instrument default proceedings under a mortgage or agreement also reflects deed of trust and shall attorn to the mortgagee, trustee or beneficiary of such mortgage or deed of trust, and their successors or assigns, and to the transferee under any foreclosure or default proceedings and subject to the terms of the non-disturbance provisions set forth above)agreement, the mortgagee, trustee or beneficiary or their successors or assigns shall be bound by all of the obligations of Landlord under this Lease which accrue after such foreclosure or default proceeding. Further, Tenant agrees that it will, from time to timeupon request by Landlord, execute such documentation as may be requested by Landlord and any Mortgagee (a) deliver to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of to any such Facility Mortgageother person designated by Landlord, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be instruments in breach and default of its obligation a commercially reasonable form required to do so and give effect to the provisions of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawparagraph.
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects The payment of any amounts due with respect to any mortgage or mortgages and security interests indebtedness of any of the Borrowers now or hereafter held by the undersigned for borrowed money is hereby subordinated to the prior payment in force and effect upon or encumbering Landlord's interest in full of the Leased PropertyLiabilities. The undersigned will not demand, sue for, or otherwise attempt to collect any portion thereofsuch indebtedness. Any axxxnts which are collected, enforced and received by the undersigned shall be held by the undersigned as trustee for the Agent and shall be paid over to all the Agent on account of the Liabilities without affecting in any manner the liability of the undersigned under this Guaranty. AGENT'S LENDER'S BOOKS AND RECORDS. The books and records of the Agent showing the account between the Agent and the Borrowers shall be admissible in any action or proceeding and constitute prima facie evidence and proof of the items contained therein. GUARANTOR'S OBLIGATIONS PRIMARY. The obligations of the undersigned hereunder are primary, with no recourse necessary by the Agent against any of the Borrowers or any collateral assignments by Landlord given to secure the Liabilities or to secure the obligations of the undersigned hereunder or against any other person liable for or on the Liabilities prior to proceeding against the undersigned hereunder. CHANGES IN LIABILITIES. The undersigned assents to any third party indulgence or parties waiver which the Agent or any Lender might grant or give any of the Borrowers and/or any other person liable or obligated for or on the Liabilities. The undersigned authorizes the Agent and each Lender to alter, amend, cancel, waive, or modify any term or condition of the Liabilities and of the obligations of any other person liable or obligated for or on the Liabilities, without notice to, or consent from, the undersigned. The undersigned authorizes the Agent to complete this Guaranty and any instrument or other document which evidences or relates to the Liabilities, to the extent that this Guaranty or such instrument or other document, upon delivery to the Agent, is incomplete in any respect. No compromise, settlement, or release by the Agent or any Lender of Landlord's rights under this Agreement the Liabilities or of the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording obligations of any such mortgage, mortgages other person (whether or assignments, not jointly liable with the same shall be deemed to be prior in dignity, lien undersigned) and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to no release of any collateral securing the Leased Property irrespective of Liabilities or securing the dates of execution, delivery or recordation obligations of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage")other person shall affect the obligations of the undersigned hereunder. The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized No action by the Mortgagee, and that, notwithstanding Agent or any default by Lender which has been assented to herein shall affect the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction obligations of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawundersigned hereunder.
Appears in 1 contract
Samples: Stock Pledge Agreement (Sunglass Hut International Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority any and all other respects rights of Leasing/Construction Manager hereunder, are and shall be subject and subordinate to any mortgage financing (whether senior financing, mezzanine level financing, or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in preferred equity) respecting the Leased Property, Property (or any portion thereof) (collectively, “Property Financings”), and any ground or master lease with respect to all collateral assignments by Landlord to the Property or any third party or parties of any of Landlord's rights under this Agreement or the rentsportion thereof (collectively, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties“Ground Leases”), and to all future modificationsrenewals, extensions, renewalsmodifications, consolidations and replacements ofthereof, and all amendments to each and supplements every advance made or hereafter to be made under any such mortgageProperty Financings or Ground Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, mortgages Leasing/Construction Manager shall promptly execute, acknowledge and deliver any instrument that Master Manager, Owner, the landlord under any of the Ground Leases or assignments, and upon recording the holder of any such mortgage, mortgages Property Financings or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery trustee or recordation beneficiary of any such mortgage, mortgages deed of trust or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof their respective successors in interest may reasonably request to evidence such subordination. At any time and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation upon not less than ten (10) business days prior notice from Master Manager or Owner, Leasing/Construction Manager shall furnish to the requesting party, or a designee thereof, an estoppel certifying that this Agreement is unmodified and in full force and effect (or that this Agreement is in full force and effect as may be requested by Landlord modified and any Mortgagee (a) setting forth the modifications), the date to assist Landlord which Leasing/Construction Manager has been paid hereunder, that to the knowledge of the certifying party, no default or an event of default has occurred and is continuing or, if a default or an event of default shall exist, specifying in reasonable detail the nature thereof and the steps being taken to remedy the same, and such Mortgagee in establishing additional information as the requesting party may reasonably request. Any subordination or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord estoppel furnished pursuant to this Section 8.3 may be relied upon by Owner, and its affiliates, lenders, and any prospective landlord or lender of the Property or any portion thereof. Leasing/Construction Manager shall not unreasonably withhold its consent to any amendment to this Agreement reasonably required by such lender or otherwise lessor, provided by lawthat such amendment does not (i) increase Leasing/Construction Manager’s financial obligations hereunder, or (ii) have a material adverse effect upon Leasing/Construction Manager’s rights hereunder, or (iii) materially increase Leasing/Construction Manager’s non-economic obligations hereunder.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Hudson Pacific Properties, Inc.)
Subordination. This Agreement, Tenant's interest hereunder Lease shall at all times be and Tenant's leasehold interest in remain subject and subordinate to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorlien of any mortgage, inferiordeed of trust, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage ground lease or mortgages and security interests underlying lease now or hereafter in force and effect upon or encumbering Landlord's interest in against the Leased Property, or any portion thereofPremises, and to all collateral assignments advances made or hereafter to be made upon the security thereof. Tenant shall execute and return to Landlord any customary documentation requested by Landlord in order to confirm the foregoing subordination within ten (10) days after Landlord’s written request. In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by the Landlord covering the Premises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the Landlord under this Lease. Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or such successor in interest (iii) liable for damages for any breach, act or omission of any prior landlord, or (iv) subject to any third party claim of offset or parties defenses that Tenant may have against any prior landlord; provided that such mortgagee or successor shall not be relieved of the obligation to comply with all of the Landlord’s obligations under the Lease accruing from and after the date such mortgagee or successor takes title to the Project, irrespective of whether the original non-compliance with any such obligation arose prior to and is continuing as of such date, or arose on or after such date (provided however that if such obligation arose prior to the date such mortgagee or successor took title to the Project, such mortgagee or successor shall not be deemed in default until after the provision of any notice of Landlord's rights under default required by this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord Lease to such third party mortgagee or partiessuccessor, and its failure to all future modificationscure same within the cure provided for herein). The foregoing notwithstanding, extensions, renewals, consolidations and replacements of, and all amendments and supplements Landlord shall use commercially reasonable efforts to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, obtain (provided the same shall not be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and a condition precedent to the Leased Property irrespective effectiveness hereof) from any current and future mortgagee of the dates of executionBuilding, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions agreement in favor of this Section shall be automatic Tenant, on such mortgagee’s standard form, protecting the interests of Tenant and self-operative without the necessity providing that Tenant’s occupancy of the execution Premises shall not be disturbed as a result of any further instrument or agreement a foreclosure of subordination on the part of TenantBuilding as long as Tenant is not then in default hereunder. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant not be required to execute and deliver any further instrument or subordination agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest as set forth in the Leased Property to any event such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the does not contain non-disturbance provisions set forth above). Further, and attornment language in favor of Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawapplicable lender’s standard form).
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder Lease shall be subject and Tenant's leasehold interest in subordinate to all present and future ground or underlying leases of the Building or Project and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorlien of any mortgage, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all trust deed or other respects to any mortgage or mortgages and security interests encumbrances now or hereafter in force and effect upon against the Building or encumbering Landlord's interest in the Leased Property, Project or any portion part thereof, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto; provided, however, that a condition precedent to such subordination as to future mortgages, trust deeds or other encumbrances shall be that Landlord obtains from the lender a non-disturbance agreement (“SNDA”) in favor of Tenant in form and substance reasonably acceptable to Tenant. Subject to Tenant’s receipt of the SNDA, Tenant covenants and agrees in the event any third party or parties proceedings are brought for the foreclosure of any of Landlord's rights under this Agreement such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the rentslienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), issues and profits thereof if so requested to do so by such purchaser or therefrom as security for any liability lienholder or indebtedness, direct, indirect or contingent, of Landlord to such third party or partiesground lessor, and to all future modificationsrecognize such purchaser or lienholder or ground lessor as the lessor under this Lease, extensionsprovided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, renewalssubject to the terms of the SNDA. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, consolidations and replacements ofwithin five (5) days of request by Landlord, and all amendments and supplements execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgagestrust deeds, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage")ground leases or underlying leases. The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with waives the provisions of any current or future statute, rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease. The foregoing subordination Lease and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity obligations of the execution Tenant hereunder in the event of any further instrument foreclosure proceeding or agreement of subordination on the part of Tenantsale. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property use its commercially reasonable efforts to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. Ifobtain, within thirty (30) days following after the mutual execution of this Lease, a non-disturbance agreement from any existing lienholder or ground lessor in form and substance reasonably acceptable to Tenant's receipt , and which agreement shall provide that so long as Tenant is not in Default hereunder which Default would otherwise give Landlord the right to terminate Tenant’s tenancy hereunder, Tenant’s use and possession of the Premises shall not be disturbed in the event of a written request by foreclosure under any mortgage, deed of trust or other lien to which this Lease is hereafter subordinate; provided, however, if Landlord or is unable to obtain such an agreement after the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default exercise of its obligation commercially reasonable efforts, this Lease shall not be void or voidable nor shall Landlord be liable to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTenant as a result thereof.
Appears in 1 contract
Subordination. This AgreementLease is and shall be expressly subject and subordinate at all times to (a) any present or future ground, Tenant's interest hereunder underlying or operating lease of the Building, and Tenant's all amendments, renewals and modifications to any such lease, and (b) the lien of any present or future mortgage or deed of trust encumbering fee title to the Building and/or the leasehold interest estate under any such lease. If any such mortgage or deed of trust be foreclosed, or if any such lease be terminated, upon request of the mortgagee, beneficiary or lessor, as the case may be, Tenant will attorn to the purchaser at the foreclosure sale or to the lessor under such lease, as the case may be. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or purchaser at foreclosure, as the case may be, to execute such subordination and/or attornment instruments as may be required by such person to confirm such subordination and/or attornment on the form customarily used by such party. Notwithstanding the foregoing to the contrary, any such mortgagee, beneficiary or lessor may elect to give the rights and interests of Tenant under this Lease (excluding rights in and to insurance proceeds and condemnation awards) priority over the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any lien of its mortgage or mortgages deed of trust or the estate of its lease, as the case may be. In the event of such election and security upon the mortgagee, beneficiary or lessor notifying Tenant of such election, the rights and interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, of Tenant shall be deemed superior to and to all collateral assignments by Landlord to any third party have priority over the lien of said mortgage or parties deed of any of Landlord's rights under this Agreement trust or the rentsestate of such lease, issues and profits thereof as the case may be, whether this Lease is dated prior to or therefrom as security for any liability or indebtedness, direct, indirect or contingent, subsequent to the date of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages deed of trust or assignmentslease. In such event, Tenant shall execute and deliver whatever instruments may be required by such mortgagee, beneficiary or lessor to confirm such superiority on the form customarily used by such party. If Tenant fails to execute any instrument required to be executed by Tenant under this Section 21 within 10 business days after written request, and upon recording of any such mortgagefailure continues for more than five days after a second written request from Landlord, mortgages or assignments, the same then such failure shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest constitute a Default hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of delivering any further instrument or agreement of subordination on notice as otherwise required pursuant to Section 16A). Notwithstanding anything in this Section 21 to the part of Tenant. Tenant acknowledges and contrary, Landlord agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute to procure and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition Tenant prior to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the Commencement Date a non-disturbance provisions set forth above)agreement from the present first mortgagee on the form attached hereto as Exhibit F. Landlord represents to Tenant that, as of the date of this Lease, National City Bank of Michigan-Illinois is the only mortgagee upon the Building. FurtherFurthermore, Tenant's agreement under this Section to subordinate this Lease to the interest of any holder of a ground, underlying or operating lease or mortgage or deed of trust executed or delivered after the execution and delivery of this Lease is subject to and conditioned on Landlord causing such party to deliver to Tenant a non-disturbance and attornment agreement on such party's customary form whereby such party agrees that it willso long as Tenant is not in default under the terms of this Lease, from time Tenant's tenancy for the use and purposes herein described and all rights granted to time, execute such documentation as may Tenant herein will not be requested by Landlord disturbed and will remain in full force and effect throughout the Term of this Lease and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawextensions thereof.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination. This AgreementTenant agrees that this Lease shall, Tenant's interest hereunder at the request of Landlord, be subordinate to any first mortgages or deeds of trust that may be placed upon the Leased Premises and Tenant's leasehold interest in to any and all advances to be made thereunder, and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements ofthereon, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements replacements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition extensions thereof; provided that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Propertyi) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession if there are no existing defaults hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. , the right of possession of Tenant acknowledges to the Leased Premises and agrees that notwithstanding Tenant’s rights arising out of this Lease shall not be affected or disturbed by the foregoing automatic mortgagee, or the trustee or the beneficiary under the mortgage or deed of trust in the exercise of any of its rights under the mortgage or the deed of trust; (ii) Tenant shall not, in any foreclosure or other proceeding under the mortgage or deed of trust, nor in any other way, be deprived of its rights under this Lease, nor shall this Lease be terminated or affected by any foreclosure or sale or any proceeding under any mortgage or deed of trust; and (iii) the mortgagee, trustee and/or beneficiary under any mortgage or deed of trust shall execute, acknowledge and deliver to Tenant a written, recordable subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Furtherand attornment agreement prior to the execution of any mortgage or deed of trust or, Tenant agrees that it will, from if the same is in place at the time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. Ifof execution of this Lease, within thirty (30) days following Tenant's receipt of a written request by execution of this Lease. Landlord or agrees that in the holder or proposed holder event of any such Facility Mortgageforeclosure of any mortgage or deed of trust encumbering Landlord’s fee title to the Leased Premises, Tenant shall fail have the right to withhold the payment of Rent or refuse other amounts due hereunder and pay the same directly to the mortgagee or shall have not executed trustee in satisfaction of any such further instrument or agreement of subordination, for whatever reason, said indebtedness if Tenant shall be in breach and default of its obligation receives a written demand from Landlord’s mortgagee to do so and of this Agreement pay rent and Landlord shall be entitled thereupon fails to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawcontest the same within 10 days after receipt of written notice thereof from Tenant.
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder Lease is subject and Tenant's leasehold interest in subordinate to all present and future ground leases of the Project and to the Leased Property are hereby agreed by Tenant to be and are hereby made juniorlien of any mortgages or trust deeds, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests now or hereafter in force against the Project, if any, and effect upon or encumbering Landlord's interest in the Leased Propertyto all renewals, or any portion extensions, modifications, consolidations and replacements thereof, and to all collateral assignments by Landlord advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease, require in writing that this Lease be superior thereto. Notwithstanding any contrary provision in this Article 18, a condition precedent to the subordination of this Lease to any third party future ground or parties underlying lease or to the lien of any future mortgage or deed of Landlord's trust is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement (a "Future SNDA") from the lessor or beneficiary of such future instrument, acknowledging that the rights and interests of Tenant under this Agreement or Lease shall remain in full force and effect and Tenant's right to possession of the rents, issues Premises shall not be disturbed during the Lease Term as long as Tenant is not in default under this Lease beyond all applicable notice and profits thereof or therefrom as security cure periods. Tenant covenants and agrees if any proceedings are brought for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording the foreclosure of any such mortgage, mortgages or assignmentsif any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the same shall be deemed purchaser upon any such foreclosure sale, or to be prior in dignitythe lessor of such ground lease, lien and encumbrance as the case may be, if so requested to this Agreementdo so by such purchaser or lessor, Tenant's interest hereunder and Tenant's leasehold interest in and to recognize such purchaser or lessor as the Leased Property irrespective lessor under this Lease. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the dates subordination or superiority of execution, delivery or recordation of this Lease to any such mortgage, mortgages or assignments (such mortgages, mortgagestrust deeds, security interestsor ground leases. Tenant hereby irrevocably authorizes Landlord to execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, assignmentsprovided that such authorization shall in no way relieve Tenant from the obligation of executing such instruments of subordination or superiority. Tenant waives the provisions of any current or future statute, modificationsrule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Landlord shall use commercially reasonable efforts to cause the beneficiary of the existing deed of trust encumbering the Project (the "Existing Lender") to execute and deliver to the parties, extensionswithin sixty (60) days after execution of this Lease, renewalsa commercially reasonable subordination, amendments, supplements non-disturbance and replacement being a attornment agreement (the "Facility MortgageExisting Lender SNDA"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding Tenant shall execute such Existing Lender SNDA promptly after request therefor by Landlord. Landlord's failure to cause the Existing Lender to execute and deliver to the parties a fully executed Existing Lender SNDA within such 60-day period or by any other date shall not constitute a default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use Landlord under this Lease in Lease, and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) Tenant shall not be disturbed by such Mortgagee unless and until Tenant shall breach entitled to any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of remedy under this Lease. The foregoing subordination and non-disturbance provisions of this Section , nor shall Landlord be automatic and self-operative without the necessity of the execution of liable to Tenant for any further instrument damages or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property otherwise due to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, failure by Landlord. Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the nonreimburse Landlord for all out-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested of-pocket costs actually incurred by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in connection with obtaining the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, Existing Lender SNDA within thirty (30) days following after Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLandlord's invoice therefor.
Appears in 1 contract
Samples: Tenant Work Letter (Biotime Inc)
Subordination. This AgreementAt Landlord’s option, Tenant's interest hereunder this Lease is and Tenant's leasehold interest in and to the Leased Property are hereby agreed by Tenant to shall be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage ground lease, mortgage, deed of trust and/or any other hypothecation or mortgages security document and security interests advances and obligations thereunder now or hereafter in force and effect placed upon the Land or encumbering Landlord's interest in the Leased Property, or any portion thereofBuilding, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensionsconsolidations, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgageereplacements, and thatextensions thereof (individually and collectively, notwithstanding any default by the mortgagor“Deed of Trust”), with respect provided Tenant’s right to such mortgage, Tenant's quiet possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing Such subordination and non-disturbance provisions of this Section shall be automatic and self-operative effective upon notice from Landlord to Tenant without the necessity of the execution of any further instrument or agreement of subordination on the part act of Tenant. Tenant acknowledges and agrees that notwithstanding Upon the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this SectionLandlord, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it willshall, from time to time, execute such documentation as and deliver any documents or instruments that may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request required by Landlord or the holder mortgagee, beneficiary, ground lessor or proposed holder of lender (“Landlord’s Lender”) under any such Facility MortgageDeed of Trust, to effectuate any subordination, provided that any such Landlord’s Lender agrees not to disturb Tenant’s right to quiet possession under this Lease so long as Tenant is not in default, or with notice or passage of time or both would not be in default, under the terms, covenants, conditions and provisions of this Lease. If Tenant fails to execute and deliver any such documents or instruments, Tenant shall fail or refuse or shall have not executed irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact, coupled with an interest, to execute and deliver any such further instrument documents or agreement instruments. If Landlord’s Lender elects to have this Lease prior to the lien of subordinationits Deed of Trust, for whatever reasonand gives written notice to Tenant of such election, Tenant this Lease shall be in breach deemed prior to such Deed of Trust regardless of the respective dates of execution, delivery and default of its obligation to do so and recordation of this Agreement Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawsuch Deed of Trust.
Appears in 1 contract
Subordination. This AgreementTo the fullest extent permitted by law, Tenant's interest hereunder this Lease, the rights of Tenant under this Lease and Tenant's leasehold interest in shall be subject and to subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Leased Property are hereby agreed by Tenant to be Building, the Lot, or any other portion of the Project, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to (ii) the lien of any mortgage or mortgages and security interests deed of trust which may now or hereafter in force and effect upon exist for which the Building, the Lot, ground leases or encumbering underlying leases, any other portion of the Project or Landlord's interest or estate in any of said items is specified as security. Notwithstanding the Leased Propertyforegoing, Landlord or any such ground lessor, mortgagee, or any portion thereof, and beneficiary shall have the right to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under require this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements Lease be superior to any such mortgage, mortgages ground leases or assignments, and upon recording of underlying leases or any such mortgageliens, mortgages mortgage or assignmentsdeed of trust. If any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall attorn to and become the same shall be deemed Tenant of the successor in interest to be prior Landlord, provided such successor in dignity, lien and encumbrance to this Agreement, interest will not disturb Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective use, occupancy or quiet enjoyment of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any Premises if Tenant is not in material default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless terms and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing successor in interest to Landlord following foreclosure, sale or deed in lieu thereof shall not be: (a) liable for any act or omission of any prior lessor or with respect to events occurring prior to acquisition of ownership; (b) subject to any offsets or defenses which Tenant might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent, except in those instances when Tenant pays Rent quarterly in advance pursuant to Section 8 hereof, then not more than three months' Rent; or (d) liable to Tenant for any Security Deposit not actually received by such successor in interest to the extent any portion or all of such Security Deposit has not already been forfeited by, or refunded to, Tenant. Landlord shall be liable to Tenant for all or any portion of the Security Deposit not forfeited by, or refunded to Tenant, until and unless Landlord transfers such Security Deposit to the successor in interest. Tenant covenants and agrees to execute (and acknowledge if required by Landlord, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Landlord and in the form reasonably requested by Landlord, ground lessor, mortgagee or beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to any such ground leases or underlying leases or the lien of any such mortgage or deed of trust. Tenant hereby agrees that if at any time during the Term of this Lease, Landlord places a lien of a deed of trust against, the Premises, the Building and the Lot in favor of Principal Mutual Life Insurance Company (the "Related Lender"), Tenant shall sign, notarize and deliver a subordination, non-disturbance provisions and attornment agreement substantially in the form of this Section shall be automatic Exhibit J attached hereto, entitled "Subordination, Non-Disturbance and self-operative without Attornment Agreement." If Landlord at any time during the necessity Term of the execution Lease causes the Premises, the Building and the Lot to be encumbered by a deed of trust or mortgage pursuant to which the beneficiary of such deed of trust or mortgage is a party or entity other than the Related Lender, the parties acknowledge and agree that the form of any further instrument or non- disturbance and attornment agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested to be executed and delivered by Landlord Tenant in connection therewith may not be the "Subordination, Non-Disturbance and Attornment Agreement" attached to the Lease as Exhibit J, but such agreement will be a similar commercially reasonable form which will not adversely affect Tenant's rights hereunder. If the foregoing occurs and/or if any Mortgagee (a) to assist Landlord and such Mortgagee in establishing party which acquires, or perfecting any security interest in otherwise succeeds to, Landlord's interest in the Reserve Premises, the Building or the Lot (including without limitation, any ground lessee) encumbers or places a lien against the Premises, the Building or the Lot with a mortgage, deed of trust or similar security instrument and the funds therein; and (b) beneficiary thereof requires this Lease to facilitate be subordinated to such encumbrance or allow Landlord to encumber the Leased Property as herein contemplated. Iflien, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder successor of Landlord will use commercially reasonable efforts to provide to Tenant a subordination, non-disturbance and attornment agreement in form reasonably acceptable to Landlord or proposed holder such successor of Landlord, the subject beneficiary and Tenant. If said subordination, non-disturbance and attornment agreement is required and agreed upon by the aforesaid parties, Landlord or the successor of Landlord, the subject beneficiary and Tenant shall cause any such subordination, non-disturbance and attornment agreement to be executed, acknowledged and recorded concurrently with, or as soon as practicable after, the execution and recordation of any such Facility Mortgagelien, deed of trust or mortgage. In addition to the foregoing, if Landlord enters into a ground lease with regard to the Building and/or the Lot and such ground lessee requires this Lease to be subordinated to such ground lease, Landlord, the ground lessee and ground lessor will use commercially reasonable efforts to provide to Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of a subordination, for whatever reasonnon-disturbance and attornment agreement in form reasonably acceptable to such Landlord, Tenant shall be in breach ground lessee, ground lessor, any beneficiary of ground lessee, and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTenant.
Appears in 1 contract
Samples: Lease Agreement (Abaxis Inc)
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Without the Leased Property are hereby agreed necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Project, and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to (b) the lien of any mortgage or mortgages and security interests deed of trust which may now exist or hereafter be executed in force any amount for which the Project, ground leases or underlying leases, or Landlord’s interest or estate in any of said items is specified as security. In the event that any ground lease or underlying lease expires or terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and effect become the Tenant of the successor in interest to Landlord, at the option of such successor in interest. Notwithstanding anything in this Lease to the contrary, so long as Tenant pays all rent and is not in default hereunder, Tenant’s occupancy hereunder shall not be disturbed. Tenant covenants and agrees to execute and deliver, upon or encumbering Landlord's interest demand by Landlord and in the Leased Property, or any portion thereof, and to all collateral assignments form reasonably requested by Landlord to any third party additional documents evidencing the priority or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to any such mortgage, Tenant's possession and right of use under this Lease in and to ground lease or underlying leases or the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution lien of any further instrument such mortgage or agreement deed of subordination trust. Tenant hereby irrevocably appoints Landlord as attorney-in-fact of Tenant to execute, deliver and record any such document in the name and on the part behalf of Tenant. Tenant acknowledges and agrees that notwithstanding Each party, within ten days from notice from the foregoing automatic subordinationother, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in to the Leased Property to any such Facility Mortgageother party, in confirmation or furtherance of recordable form, certificates stating that this Lease is not in default, and is unmodified and in full force and effect, or in addition full force and effect as modified and stating any defaults and/or modifications. This certificate shall also state the amount of current monthly rent, the dates to which rent has been paid in advance, the foregoing subordination provisions amount of this Sectionany security deposit and prepaid rent, and such other matters as may be reasonably requested. In addition, in connection with any sale or financing involving the Premises, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty twenty (3020) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder Landlord, a current financial statement of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawTenant.
Appears in 1 contract
Samples: Lease
Subordination. (a) This Agreement, Tenant's interest hereunder lease is subject and Tenant's leasehold interest in subordinate to each mortgage (a “Superior Mortgage”) and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to any mortgage or mortgages and security interests each underlying lease (a “Superior lease”) which may now or hereafter affect all or any portion of the Project or any interest therein. The lessor under a Superior lease is called a “Superior Lessor” and the mortgagee under a Superior Mortgage is called a “Superior Mortgagee”. Tenant shall execute, acknowledge and deliver any instrument reasonably requested by Landlord, a Superior Lessor or Superior Mortgagee to evidence such subordination, but no such instrument shall be necessary to make such subordination effective. Tenant shall execute any amendment of this lease requested by a Superior Mortgagee or a Superior Lessor, provided such amendment shall not result in force and effect upon a material increase in Tenant’s obligations under this lease or encumbering Landlord's interest a material reduction in the Leased Propertybenefits available to Tenant. In the event of the enforcement by a Superior Mortgagee of the remedies provided for by law or by such Superior Mortgage, or in the event of the termination or expiration of a Superior lease, Tenant, upon request of such Superior Mortgagee, Superior Lessor or any person succeeding to the interest of such mortgagee or lessor (each, a “Successor Landlord”), shall automatically become the tenant of such Successor Landlord without change in the terms or provisions of this lease (it being understood that Tenant shall, if requested, enter into a new lease on terms identical to those in this lease); provided that Successor Landlord shall not be: (i) liable for any act, omission or default of any prior landlord (including, without limitation, Landlord); (ii) liable for the return of any moneys paid to or on deposit with any prior landlord (including, without limitation, Landlord), except to the extent such moneys or deposits are delivered to such Successor Landlord; (iii) subject to any offset, claims or defense that Tenant might have against any prior landlord (including, without limitation, Landlord); (iv) bound by any Rent which Tenant might have paid for more than the current month to any prior landlord (including, without limitation, Landlord) unless actually received by such Successor Landlord; (v) bound by any covenant to perform or complete any construction in connection with the Project or the demised premises or to pay any sums to Tenant in connection therewith; or (vi) bound by any waiver or forbearance under, or any portion thereofamendment, and to all collateral assignments by Landlord to any third party modification, abridgment, cancellation or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements surrender of, and all amendments and supplements to any this lease made without the consent of such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage")Successor Landlord. The subordination of this Lease shall be upon the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed Upon request by such Mortgagee unless and until Successor Landlord, Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further an instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in instruments, reasonably requested by such Successor Landlord, confirming the Leased Property to any such Facility Mortgageattornment provided for herein, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that but no such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation necessary to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawmake such attornment effective.
Appears in 1 contract
Samples: Research Records Custody Agreement
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to Without the Leased Property are hereby agreed necessity of any additional document being executed by Tenant for the purpose of effecting a subordination, this Lease shall be subject and subordinate at all times to (a) all ground leases or underlying leases which may now exist or hereafter be executed affecting the Premises and/or the land upon which the Premises and Project are hereby made juniorsituated, inferior, subordinate or both and subject in right, title, interest, lien, encumbrance, priority and all other respects to (b) any mortgage or mortgages deed of trust which may now exist or be placed upon the Building, the Project and/or the land upon which the Premises or the Project are situated and security interests now (c) any ground lease or hereafter in force and effect upon underlying leases, or encumbering Landlord's interest or estate in any of said items, which is specified as security. Notwithstanding the Leased Propertyforegoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground leases or underlying leases or any such liens to this Lease. In the event that any ground lease or underlying lease terminates for any reason, or any portion thereofmortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, Tenant shall, notwithstanding any subordination, attorn to and become the Tenant of the successor in interest to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights and Tenant shall not be disturbed in its possession under this Agreement Lease by such successor in interest so long as Tenant is not in default under this Lease. Within ten (10) days after request by Landlord, Tenant shall execute and deliver any additional documents evidencing Tenant's attornment or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon with respect to any such ground leases or underlying leases or any such mortgage or deed of trust, in the express condition that form requested by Landlord or by any ground landlord, mortgagee, or beneficiary under a deed of trust, subject to such nondisturbance requirement. Notwithstanding anything above to the validity contrary, any subordination of this Lease shall be recognized by the Mortgagee, and that, notwithstanding to any default by the mortgagor, with respect to such future mortgage, Tenant's possession and right ground lease or deed of use under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction trust is conditioned upon any such future mortgagee, lessor or beneficiary providing Tenant with a commercially reasonable form of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenantagreement. Tenant acknowledges hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that obligations of Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder event of any such Facility Mortgage, foreclosure proceeding or sale. Should Tenant shall fail or refuse or shall have not executed to sign and return any such further instrument or agreement of subordination, for whatever reasonadditional documents within the ten (10) day period referred to above, Tenant shall be in breach and default hereunder without the benefit of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement additional notice or otherwise provided by law.cure periods specified in Section 22.1
Appears in 1 contract
Subordination. This Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to At the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to request of Landlord or any mortgagee of a mortgage or mortgages and security interests a beneficiary of a deed of trust now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, all or any portion thereofof the Premises, this Lease shall be subject and subordinate at all times to such lien of such mortgages and deeds of trust, as well as to any advances made thereunder and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations replacements, modifications and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property irrespective of the dates of execution, delivery or recordation of any such mortgage, mortgages or assignments extensions thereof (such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being each a "Facility MortgageSUPERIOR INTEREST"). The However, no subordination of this Lease shall be upon result in Tenant being disturbed in its possession of the express condition that Premises or in the validity enjoyment of its rights under this Lease shall be recognized by the Mortgagee, and that, notwithstanding any so long as Tenant is not in default by the mortgagor, with respect to such mortgageits obligations hereunder. Notwithstanding the foregoing, Tenant's possession and right of use under this Lease in and to Landlord shall have the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated subordinate or shall cause to be terminable in accordance with subordinated the provisions of Superior Interest to this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's to subordinate its leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition Premises to the foregoing subordination provisions interest of this Section(and to attorn to) the holder of each existing or future Superior Interest encumbering the Premises or the Project, if and only if Landlord furnishes to Tenant shall promptly execute and deliver the same to the requesting party (provided that from each such instrument holder of an existing or agreement also reflects the future Superior Interest, a commercially reasonable non-disturbance provisions agreement in substantially the form attached as Exhibit F (the "SNDA"). The SNDA shall provide that the holder of such Superior Interest agrees not to disturb or interfere with Xxxxxx's possession of the Premises during the Term (including any Option Period) so long as Tenant is not in default under the terms and conditions of this Lease and Tenant agrees to attorn to the holder of such Superior Interest should the interest of Landlord be transferred to and owned by the holder of such Superior Interest. In addition the SNDA shall include the obligation of any current or future holder of Superior Interest to recognize Xxxxxx's rights specifically set forth above). Furtherin this Lease to offset certain amounts against Rent due hereunder, Tenant agrees that it will, from time or to time, execute such documentation otherwise receive certain credits against Rent as may be requested by Landlord set forth expressly herein and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds thereinWork Agreement; and (b) apply to facilitate any successors or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following assigns of Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 1 contract
Samples: Lease (Ufp Technologies Inc)
Subordination. This AgreementLandlord shall have the right to subordinate this Lease to any mortgage or deed of trust (herein a "mortgage") presently existing or hereafter placed upon the Building by so declaring in such mortgage, Tenant's interest hereunder and the recording of any such mortgage shall make it prior and superior to this Lease regardless of the date of execution or recording of either document; provided that Landlord shall cause the holder of such mortgage or trustee to execute and deliver to Tenant for its execution a subordination, nondisturbance and attornment agreement which provides, among other things, that so long as no default has occurred and is continuing beyond the period of time allowed for the remedy thereof under the terms of this Lease, the holder of the mortgage or trustee (i) shall not disturb Tenant's leasehold interest in and to or possession of the Leased Property are hereby agreed by Premises in accordance with the terms hereof, and (ii) waives all rights or interests in any trade fixture of either Tenant or any of its subtenants. Prior to be Tenant taking occupancy of the Leased Premises, Landlord shall deliver to Tenant a subordination, nondisturbance and are hereby made junior, inferior, subordinate and subject attornment agreement in right, title, interest, lien, encumbrance, priority and all other respects accordance with the terms of the preceding sentence with respect to any each mortgage or mortgages and security interests now or hereafter in force and effect upon or encumbering Landlord's interest in trust deed then constituting a lien against the Leased Property, Premises or any portion thereof, and to all collateral assignments by Landlord to any third party or parties the Building of any which the Leased Premises are a part. Within ten (10) days of Landlord's rights under delivery thereof to Tenant, Tenant shall execute and deliver to Landlord, without cost, a subordination, nondisturbance and attornment agreement in such form as reasonably may be deemed necessary or desirable by Landlord or its mortgagee to confirm the subordination of this Agreement or Lease. Within ten (10) days of Landlord's written request therefor, Tenant also shall deliver to Landlord an Estoppel Certificate in the rentsform attached hereto as Exhibit D. Tenant shall, issues and profits thereof or therefrom as security in the event any proceedings are brought for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording the foreclosure of any such mortgage, mortgages or assignments, the same shall be deemed to be prior in dignity, lien and encumbrance to this Agreement, Tenant's interest hereunder and Tenant's leasehold interest in and attorn to the Leased Property irrespective of the dates of execution, delivery or recordation of purchaser upon any such mortgage, mortgages or assignments (foreclosure and recognize such mortgages, mortgages, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall be upon purchaser as the express condition that the validity of this Lease shall be recognized by the Mortgagee, and that, notwithstanding any default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use landlord under this Lease in and to the Leased Property (including rights to have insurance and condemnation proceeds made available for proper reconstruction of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with the provisions of this Lease. The foregoing subordination and non-disturbance provisions of this Section shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by law.
Appears in 1 contract
Samples: Lease Agreement (Symbion Inc/Tn)
Subordination. This Agreement, Tenant's interest hereunder Lease is and Tenant's leasehold interest in shall be subject and subordinate to all ground and underlying leases and to the Leased Property are hereby agreed by Tenant to be and are hereby made junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and liens of all other respects to any mortgage mortgages or mortgages and security interests deeds of trust which may now or hereafter in force and effect upon affect or encumbering Landlord's interest in encumber the Leased Property, Building or any portion thereof, the Property and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Agreement or the rentsrenewals, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensionsconsolidation, renewals, consolidations replacements or extensions thereof. This paragraph shall be self-operative and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments, and upon recording no further instrument of subordination shall be required. In confirmation of any such mortgagesubordination, mortgages Tenant shall at Landlord’s request execute within ten (10) calendar days after receipt, any appropriate certificate or assignmentsother document that Landlord may reasonably request. Tenant hereby constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute any such certificate or other document for or on behalf of Tenant if Tenant does not execute said certificate or document within fourteen (14) days from receipt thereof. Notwithstanding the foregoing to the contrary, any ground lessor, mortgage holder or beneficiary of a deed of trust may, at its option, subordinate the same shall be deemed to be prior in dignitylien of its respective ground lease, lien and encumbrance mortgage or deed of trust to this AgreementLease by giving Tenant fourteen (14) days prior written notice of such election, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property whereupon this Lease shall, irrespective of the dates of execution, delivery and recording, be superior to such ground lease, mortgage or recordation deed of trust and no other documentation shall be necessary to effect such change. Tenant agrees that in the event that any proceedings are brought for the foreclosure of any such mortgage, mortgages or assignments (Tenant shall attorn to the purchaser at such mortgagesforeclosure sale, mortgagesif requested to do so by such purchaser. Upon such attornment, security interests, assignments, modifications, extensions, renewals, amendments, supplements and replacement being a "Facility Mortgage"). The subordination of this Lease shall continue in full force and effect as a direct lease between such purchaser and Tenant upon all of the terms, conditions and covenants as are set forth in this Lease, except that such purchaser shall not be upon the express condition that the validity of this Lease shall be recognized by the Mortgageeliable in any way to Tenant for any act or omission, and that, notwithstanding any neglect or default by the mortgagor, with respect to such mortgage, Tenant's possession and right of use on Landlord’s part under this Lease or be responsible for any monies owing by or on deposit with Landlord to Tenant’s credit or be subject to any rental credit, offset or abatement theretofore accruing to Tenant (but nothing herein shall relieve a successor landlord from the obligation to remedy defaults in and the performance of Landlord’s maintenance, repair or service obligations which continue after such successor landlord shall have succeeded to the Leased Property (including rights of Landlord under this Lease). Tenant agrees at any time and from time to have insurance and condemnation proceeds made available for proper reconstruction time to execute a suitable instrument in confirmation of the Leased Property) shall not be disturbed by such Mortgagee unless and until Tenant’s agreement to attorn, as aforesaid, Tenant shall breach any of the provisions hereof and this Lease or Tenant's right to possession hereunder shall have been terminated or shall be terminable in accordance with waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in the event that any such foreclosure proceeding is prosecuted or completed. Landlord hereby represents that as of the date of this Lease, the Property is not subject to the lien of any mortgage and Landlord holds fee title thereto. The foregoing subordination and At Tenant’s request, Landlord shall use reasonable efforts (without the obligation to incur expense or liability in connection with such efforts) to obtain a so-called non-disturbance provisions agreement from any future superior lessor or mortgagee which agreement may be in the form customarily used by such superior lessor or mortgagee, or if no such form exists, in any commercially reasonable form, subject to the conditions and limitations of this Section 16, provided, however, that if, despite such reasonable efforts, Landlord is unable to obtain such agreement, such failure shall be automatic and self-operative without the necessity of the execution of any further instrument or agreement of subordination on the part of Tenant. Tenant acknowledges and agrees that notwithstanding the foregoing automatic subordination, if Landlord or Mortgagee shall request that Tenant execute and deliver any further instrument or agreement of subordination of this Agreement or Tenant's interest hereunder or Tenant's leasehold interest in the Leased Property to any such Facility Mortgage, in confirmation or furtherance of or in addition to the foregoing subordination provisions of this Section, Tenant shall promptly execute and deliver the same to the requesting party (provided that such instrument or agreement also reflects the non-disturbance provisions set forth above). Further, Tenant agrees that it will, from time to time, execute such documentation as may be requested not constitute a default by Landlord and any Mortgagee (a) to assist Landlord and such Mortgagee in establishing or perfecting any security interest in Landlord's interest in the Reserve and the funds therein; and (b) to facilitate or allow Landlord to encumber the Leased Property as herein contemplated. If, within thirty (30) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such further instrument or agreement of subordination, for whatever reason, Tenant shall be in breach and default of its obligation to do so and of under this Agreement and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Agreement or otherwise provided by lawLease.
Appears in 1 contract
