Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.
Appears in 1 contract
Subordination. Notwithstanding Landlord shall obtain from any other provision Financing Party and any lessor under any ground lease or superior lease now or hereafter encumbering or affecting Landlord's interest in the Land, the Building, or the Additional Land an agreement in recordable form that, if such Financing Party forecloses or otherwise exercises it rights under its mortgage, or if such lessor terminates or otherwise exercises its rights under its lease, or either such Financing Party or such lessor otherwise acquires Landlord's interest in the Land, the Building or the Additional Land, such Financing Party and/or such lessor shall recognize Tenant's rights and not disturb Tenant's occupancy of the Contract DocumentsPremises and the Exclusive Parking Spaces under the terms and conditions of this Lease (provided that nothing herein shall be construed to limit such Financing Party's and/or lessor's rights to exercise the rights of Landlord hereunder) and shall assume and perform Landlord's obligations under this Lease (each such agreement being a "Non-Disturbance Agreement"). If Landlord obtains a Non-Disturbance Agreement from each such Financing Party and/or lessor, this Lease shall be subject and notwithstanding subordinate to any mortgages or ground leases that may now or hereafter be placed upon the provisions of Section 108.225 (Building and/or the Land and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensadvances to be made under such mortgages or ground leases and to the interest thereon, security interestsand all renewals, mortgages, deeds of trust extensions and other encumbrances of any kind (consolidations thereof on the Property terms and otherwiseconditions set forth in the Non-Disturbance Agreement; provided that any mortgagee or ground lessor may elect to have this Lease a prior lien to its mortgage or ground lease and in the event of such election and upon notification by such mortgagee or ground lessor to Tenant to that effect, this Lease shall be deemed prior in lien to said mortgage or ground lease. This Section shall be self-operative, but in confirmation thereof, Tenant shall execute and deliver whatever instruments (such instruments to be in recordable form) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be required to acknowledge such subordination or is commenced or done on, and materials may be or are furnished to, the Property prior to priority in accordance with any Lender Liens being imposed upon or recorded against the Property or Non-Disturbance Agreement. ▇▇▇▇▇▇ also agrees this Lease shall survive any of Owner’s assets and before expiration merger of the time fixed estates of ground lessor and ground lessee under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseground lease.
Appears in 1 contract
Sources: Lease (Cascade Communications Corp)
Subordination. Notwithstanding any (a) Provided Lessor obtains and delivers to Lessee a subordination, nondisturbance and attornment agreement in form and substance acceptable to Lessee (which provides, among other provision things, that so long as the Lessee is not in default beyond applicable notice and grace periods under this Lease, its possession of the Contract DocumentsDemised Premises in accordance with the terms of this Lease shall not be disturbed) (the "SNDA") from the holder of any present or future mortgage or deed of trust encumbering the Demised Premises (a "Mortgagee"), then this Lease shall be subject and subordinate to the lien of the mortgage or deed of trust, specifically referenced in such SNDA.
(b) If at any time a Mortgagee or any party claiming by or through a Mortgagee shall succeed to the rights of Lessor as Lessor under this Lease, whether through foreclosure action, assignment or deed in lieu of foreclosure or otherwise (a "Successor Lessor"), at the request of such Successor Lessor, and notwithstanding upon the provisions written agreement of Section 108.225 (such Successor Lessor to accept Lessee's attornment, Lessee shall attorn to and recognize such Successor Lessor as Lessee's Lessor under this Lease. In confirmation of such attornment, lessee shall promptly execute, acknowledge and deliver any related Section) instrument that Lessor or such Successor Lessor requests to evidence such attornment. Upon any such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between such Successor Lessor and Lessee upon all of the Nevada Revised Statutesthen executory terms, Contractor agrees conditions and covenants as are set forth in this Lease and which shall be applicable after such attornment, except that the Successor Lessor shall not be:
(i) liable for itself and any prior act or mission of Lessor;
(ii) subject to any offsets or defenses which Lessee may have against Lessor;
(iii) bound by any payment of Rent which Lessee might have made to Lessor for every Subcontractor and Vendor and every more than one month in advance of the date the same was due under this Lease or bound by any security or other person performing deposits not actually received by such Successor Lessor;
(iv) bound by any obligation to make any payment to Lessee, or provide any services or providing perform any materials relating repairs, maintenance or restoration provided for under this Lease to be performed before the Workdate that the Successor Lessor becomes the Lessor of Lessee;
(v) bound by any obligation to construct any improvements on the Demised Premises; or
(vi) bound by any modification of this Lease made without the written consent of such Successor Lessor or the Mortgagee through which such Successor Lessor is claiming its interest, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and or any where such consent is required under the terms of the other foregoing parties may or do have under applicable law (includingdocuments evidencing its loan to Lessor, without limitation, Nevada Revised Statutes Sections 108.221 after written notice has been given to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration Lessee of the time fixed under applicable laws for existence of such Successor Lessor or Mortgagee.
(vii) If any act or omission of lessor would give Lessee the filing right, immediately or after lapse of mechanics and materialmen’s liens. Contractor shalla period of time, and Contractor to cancel or terminate this Lease, or to claim a partial or total eviction, Lessee shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: not exercise such right until (a) written Lessee gives notice of such act or omission to Lessor and recordable acknowledgments to each Mortgagee whose name and restatements of the provisions of this Section 15.1 and the subordination described herein, address were previously furnished to Lessee and (b) a reasonable period of time when such affidavits, certificates, releases, indemnities, waivers and instruments Mortgagee become entitled under its Mortgage to remedy same (and which reasonable period shall in form and content) as Owner’s or Owners Lenders’ title insurers shall require no event be less than the period to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor which Lessor is entitled under the Contract this Lease or otherwise, after similar notice, to effect such remedy or be longer than 45 days after notice from Lessee to Mortgagee of such act or omission).
Appears in 1 contract
Subordination. Notwithstanding Tenant agrees upon request of Landlord to subordinate this lease and its rights hereunder to the lien of any mortgage, deed of trust, or other provision encumbrances, together with any conditions, renewals, extensions or replacements thereof, now or hereafter placed, charged or enforced against the Landlord's interest in the lease and the leasehold estate thereby created, the Premises or the land, building or improvements included therein or of which the Contract DocumentsPremises are a part, or any portion or portions thereof, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign execute and deliver (but without cost to Owner Tenant) at any time and Owner’s Lenders from time to time upon request demand by Owner Landlord such documents as may be required to effectuate such subordination, and in the event that Tenant shall fail, neglect or refuse to execute and deliver any such document within ten (10) days after receipt of written notice so to do and the receipt by Tenant of the document to be executed by it, Tenant hereby appoints Landlord, its successors and assigns, the attorney-in-fact of Tenant irrevocably to execute and deliver any and all documents for and on behalf of Tenant; provided, however, that Tenant shall not be required to effectuate such subordination, nor shall Landlord be authorized to effect such subordination on behalf of Tenant, unless the mortgagee or trustee named in such mortgage, deed of trust, or other encumbrance shall first agree in writing, for the benefit of Tenant, that so long as Tenant is not in default under any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements the provisions, covenants or conditions of this lease nor any of the provisions rights of this Section 15.1 and the subordination described hereinTenant hereunder shall be terminated or modified or be subject to termination or modification except as herein otherwise provided, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers nor shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 Tenant's possession of the Contract Documents and failure Premises be disturbed or interfered with, by any trustee's sale or by any action or proceeding to foreclose said mortgage, deed of a condition precedent to any payment by Owner owed to Contractor under the Contract trust or otherwiseother encumbrances.
Appears in 1 contract
Subordination. Notwithstanding (a) Except as provided in subsection 24(b), this Lease is subject and subordinate to all ground and underlying leases, mortgages and deeds of trust which now or may hereafter affect the Building or the Premises, to any other provision of the Contract DocumentsCC&R's, and notwithstanding the provisions of Section 108.225 to all renewals, modifications, consolidations, replacements and extensions thereof. Within ten (and any related Section10) of the Nevada Revised Statutesdays after ▇▇▇▇▇▇▇▇'s written request therefor, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that ▇▇▇▇▇▇ shall execute any and all liens and lien rights and benefits documents required by Landlord, the lessor under any ground or underlying lease (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246"Lessor"), or the holder or holders of any mortgage or deed of trust ("Holder") to make this Lease subordinate to the lien of any lease, mortgage or deed of trust, as the case may be.
(b) If a Lessor or a Holder advises Landlord that it desires or requires this Lease to be prior and superior to a lease, mortgage or deed of trust, Landlord may notify Tenant. Within seven (7) days of ▇▇▇▇▇▇▇▇'s notice, Tenant shall at all times be subordinate execute, have acknowledged and junior deliver to Landlord any and all liensdocuments or instruments, security interestsin the form presented to Tenant, mortgageswhich Landlord, deeds Lessor or Holder deems necessary or desirable to make this Lease prior and superior to the lease, mortgage or deed of trust and other encumbrances of any kind trust.
(on the Property and otherwisec) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be If Landlord or is commenced or done on, and materials may be or are furnished toHolder requests Tenant to execute a document subordinating this Lease, the Property prior document shall provide that, so long as Tenant is not in default, Lessor or Holder shall agree to any Lender Liens being imposed enter into either a recognition or attornment agreement with Tenant, or a new lease with Tenant upon or recorded against the Property or any of Owner’s assets same terms and before expiration conditions as to possession of the time fixed under applicable laws for Premises, which shall provide that Tenant may continue to occupy the filing of mechanics Premises so long as Tenant shall pay the Rent and materialmen’s liens. Contractor shall, observe and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of perform all the provisions of this Section 15.1 Lease to be observed and performed by Tenant. Subject to the subordination described hereinforegoing, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s Tenant shall attorn to any Lessor or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, Holder or any successors in interest or assigns of either in the event of a foreclosure, deed in lieu or other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 transfer of the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseBuilding.
Appears in 1 contract
Sources: Lease Agreement (International Wireless Communications Holdings Inc)
Subordination. Notwithstanding any other provision This Lease and Tenant’s interest hereunder shall be subject and subordinate to each and every ground or underlying lease now existing or hereafter made of the Contract DocumentsBuilding and/or underlying land and to all renewals, modifications, replacements and extensions thereof, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Worklien of any mortgage now or hereafter placed upon the Building, that any and to all liens renewals, modifications, replacements, consolidations and lien rights extensions thereof and benefits (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensadvances made thereunder and the interest thereon. Landlord shall provide to Tenant for Tenant’s benefit a subordination, security interestsnon-disturbance and attornment agreement (“SNDA”) from Landlord’s current lender on such lender’s commercially reasonable standard form attached hereto as Exhibit G. Landlord shall also provide an SNDA for Tenant’s benefit from any future lender on such lender’s commercially reasonable standard form in consideration for Tenant’s agreeing to subordinate the Lease to such future lender’s interest. Tenant, mortgagesat its sole cost and expense, deeds of trust and other encumbrances shall cooperate with respect to the delivery of any kind such SNDA (on the Property and otherwise) in favor of any of Ownerincluding such SNDA from Landlord’s Lenders (“Lender Liens”existing lender), notwithstanding that Work may be including executing the same at the request of Landlord or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensits lender. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: Except as provided below in this subsection (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein), and (b) such affidavitsTenant will also, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, submit current financial statements and financial statements covering the five (5) immediately preceding years. Tenant will upon request record this Lease or Ownera short form thereof if required by Landlord’s mortgagee or Ownerother lending institution but, otherwise, Tenant shall not record this Lease or a short form thereof. If Tenant shall fail to so execute and deliver such a short form Lease within ten (10) business days following written request therefor from Landlord or Landlord’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies mortgagee or other lending institution, and such failure shall continue for an additional period of five (5) business days following delivery of a reminder notice from Landlord (or issuance such mortgagee or lending institution) to Tenant regarding the same (which reminder notice must specify in bolded, capitalized letters that the same constitutes a reminder notice, as well as the consequences of initial title policies) insuring first priority Tenant’s failure to respond to the same), then Tenant hereby irrevocably constitutes and appoints Landlord as Tenant’s attorney-in-fact to execute, acknowledge and deliver any and all such instruments for and on behalf of Lender LiensTenant. Notwithstanding the foregoing, including, without limitation, senior the named Tenant hereunder shall not be required to deliver any mechanics’ or materialmen’s lien or lien rights, shall constitute such financial statements so long as such named Tenant remains a material default and breach of the Contract Documents and failure of a condition precedent publicly traded company whose current financial information is regularly reported pursuant to any payment by Owner owed to Contractor under the Contract or otherwiseSEC requirements.
Appears in 1 contract
Sources: Deed of Lease (Trex Co Inc)
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Subject to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 17, this Lease shall be subject, subordinate and inferior to the subordination described hereinlien and charge of any mortgage, trust deed or other encumbrance, and all renewals, extensions or replacements thereof, now or hereafter imposed by Landlord upon the Building or Project (beach, a “Mortgage”); provided, however, that this Lease shall not be subordinate to any Mortgage first arising after the date of this Lease, unless and until Landlord provides Tenant with an agreement from the holder of the Mortgage (the “Mortgagee”) of the type normally provided by commercial lenders in southern California ("Non-Disturbance Agreement"), setting forth that so long as Tenant is not in Default hereunder, Landlord's and Tenant's rights and obligations hereunder shall remain in force and Tenant's right to possession shall be upheld. Notwithstanding the foregoing, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, then in such affidavitsevent, certificatesthis Lease shall become prior and superior to such Mortgage, releasesupon notice to that effect to Tenant from such Mortgagee. Tenant shall, indemnitiesfollowing a request by Landlord and after receipt of the Non-Disturbance Agreement (if applicable), waivers execute and acknowledge any instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require documents required to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first establish of record the priority of Lender Liens). Contractor’sany such Mortgage over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Ownerdiminish Tenant’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiserights hereunder.
Appears in 1 contract
Sources: Standard Industrial Lease (Alphatec Holdings, Inc.)
Subordination. Notwithstanding This Lease is subject and subordinate to all ground or underlying leases and to any other provision of first Mortgage(s) which may now or hereafter affect such leases, the Contract DocumentsBuilding, or the Land. If Tenant fails or refuses to execute and notwithstanding the provisions of Section 108.225 (and deliver any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services instrument or providing any materials relating certificate required to the 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 be delivered by Tenant hereunder (including, without limitation, Nevada Revised Statutes Sections 108.221 any instrument or certificate required under Article XXI or Section 25.4 hereof) within fifteen (15) business days, then Tenant stipulates that if Tenant is notified in writing and fails to 108.246), respond in such fifteen (15) business days time-frame then such request shall at all times be subordinate deemed to be approved and junior such documents as may have been required shall be deemed to any and all liens, security interests, mortgages, deeds have been approved. Landlord shall use its best efforts to aid Tenant in securing a non-disturbance agreement recognizing Tenant's rights under this Lease from the holder of trust and other encumbrances each mortgage now or hereafter encumbering the Building and/or the land on such holder's reasonable standard form non-disturbance agreement within ten (10) days after the execution of this Lease. In the event of any kind (on foreclosure sale under a Mortgage, if the Property Mortgagee so elects, after foreclosure, this Lease shall continue in full force and otherwise) effect and Tenant shall attorn to and recognize as its landlord the purchaser of Landlord's interest under this Lease so long as such purchaser executes a non-disturbance agreement in favor a form acceptable to Tenant. Tenant shall, upon the request of a Mortgagee or Purchaser at foreclosure, execute and delivery any instrument that has for its purpose and effect the subordination of this Lease to the lien of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’sMortgage, or any other party’s, failure Tenant's attornment to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisesuch Purchaser.
Appears in 1 contract
Sources: Deed of Lease (Careerbuilder Inc)
Subordination. Notwithstanding Without the necessity of any other provision additional document being executed by Tenant for the purpose of the Contract Documentseffecting a subordination, this Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate to ground or underlying leases and junior to the lien of any and all liens, security interests, mortgages, mortgages or deeds of trust and other encumbrances now or hereafter placed on, against or affecting the Building, Landlord’s interest or estate in the Building, or any ground or underlying lease; provided, however, that if the lessor, mortgagee, trustee, or holder of any kind such mortgage or deed of trust elects to have Tenant’s interest in this Lease be superior to any such instrument, then, by notice to Tenant, this Lease shall be deemed superior, whether this Lease was executed before or after said instrument. Notwithstanding the foregoing, Tenant covenants and agrees to execute and deliver within ten (on 10) days of Landlord’s request such further instruments evidencing such subordination or superiority of this Lease as may be required by Landlord [*]. Upon Landlord’s receipt of Tenant’s written request, Landlord shall use commercially reasonable efforts to obtain a customary subordination, attornment and non-disturbance agreement, that recognizes this Lease (“SNDA”) from the Property and otherwise) in favor holder of any mortgage or deed of Owner’s Lenders (“Lender Liens”)trust encumbering the Building, notwithstanding provided that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written Tenant shall pay all fees, charges and recordable acknowledgments and restatements legal fees of the provisions of this Section 15.1 and lender [*] in connection with the subordination described hereinSNDA, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and Landlord shall not be liable to Tenant in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, manner for its failure to provide obtain such SNDA. Landlord hereby represents and warrants to Tenant that, as of the items required in clauses (a) and (b) hereinabove upon requestLease Reference Date, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior the Premises are not subject to any mechanics’ ground lease or materialmen’s lien or lien rights, shall constitute a material default and breach of the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisemortgage.
Appears in 1 contract
Sources: Lease Agreement (Acell Inc)
Subordination. Notwithstanding any other provision of the Contract Documents25.1 This Lease is and shall be subject and subordinate, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior times, to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written the lien of any mortgage or mortgages which may now or hereafter affect the Building, and recordable acknowledgments to all advances made or hereafter to be made upon the security thereof and restatements of to the provisions of this Section 15.1 interest thereon, and the subordination described hereinto any agreements at any time made modifying, supplementing, extending, or replacing any such mortgages, and (b) any ground or underlying lease which may now or thereafter affect the Building, including all amendment, 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 (hereinafter referred to as the "Holder"), this Lease may be made prior and superior to such affidavitsmortgage or mortgages and/or such ground or underlying lease. In the event of the enforcement by the Holder of the remedies provided for by law or in its mortgage or lease, certificatesTenant will, releasesupon request of the Holder or any person succeeding to the interest of the Holder as a result of such enforcement automatically become the Tenant of the Holder or such successor in interest, indemnitieswithout change in the terms or other provisions of this Lease, waivers and instruments provided, however, that neither the Holder nor such successor in interest shall be bound by (and in form and contenti) as Owner’s any payment or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, Basic Rental or any other party’ssum payable hereunder for more than one (1) month in advance, failure to provide except for the items required in clauses (a) and (b) hereinabove upon requestDeposit, if any, or Owner’s (ii0 any amendment or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance modification of initial title policies) insuring first priority of Lender Liens, including, this Lease made without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute a material default and breach the consent of the Contract Documents Holder or such successor in interest. Upon request by the Holder or such successor in interest, Tenant shall execute and failure of deliver an instrument or instruments confirming such attornment. Notwithstanding anything to the contrary contained herein, it shall be a condition precedent to Tenant subordinating its interest under this Lease as provided herein, that Landlord shall supply to Tenant a Non-Disturbance Agreement executed by any payment by Owner owed to Contractor mortgagee or ground or underlying leaseholder wherein said mortgagee or leaseholder acknowledges and agrees that provided Tenant is not in default under this lease, it shall recognize all rights of Tenant under the Contract Lease and shall not disturb Tenant's quiet possession in the event of a termination of the Lease or otherwiseforeclosure of the mortgage. Such Non-Disturbance Agreement shall be in form and substance satisfactory to Tenant's counsel. In respect to Landlord's current mortgagee, Landlord shall deliver an appropriate Non-Disturbance Agreement guaranteeing Tenant's quiet enjoyment and possession of the property provided Tenant is not in default under the terms of its Lease.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease and notwithstanding the provisions of Section 108.225 (Lessee's rights hereunder are and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be will remain subordinate and junior to any and all liensground lease, security interestsmortgage, mortgages, deeds deed of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’shypothecation for security now or hereafter placed upon the Leased Premises, failure and to provide all increases, renewals, modifications, consolidations, replacements, and extension thereof (collectively referred to as the items "Mortgage'). If the holder of a Mortgage becomes die owner of the Leased Premises by reason of foreclosure or acceptance of a deed in lieu of foreclosure, at such holder's election Lessee will be bound to such holder or its successor-in-interest under all terms and conditions of this Lease, and Lessee will be deemed to have attorned to and recognized such holder or successor as Lessor's successor-in-interest for the remainder of the Lease term or any extension thereof. In such event, the holder of such Mortgage will agree that, so long as Lessee is not then in default hereunder, such holder will recognize this Lease and will not disturb Lessee in its possession of the Leased Premises for any reason other than one which would entitle the Lessor to terminate this Lease under its terms. The foregoing is self-operative and no further instrument of subordination and/or attornment will be necessary unless required by Lessor or the holder of a Mortgage, in clauses which case Lessee will, within ten (a10) and (b) hereinabove upon days after written request, execute and deliver without charge any documents reasonably required by Lessor or Owner’s or Owner’s Lenders’ inability such holder in order to obtain at any time endorsements confirm the subordination and attornment set forth above. Should the holder of a Mortgage request that this Lease and Lessee's rights hereunder be made superior; rather than subordinate, to Owner’s Lenders’ title policies (or issuance of initial title policiesthe Mortgage, then Lessee will, within ten ( 10) insuring first priority of Lender Liensdays after written request, including, execute and deliver without limitation, senior charge such agreement as may be reasonably required by such holder in order to any mechanics’ or materialmen’s lien or lien rights, shall constitute a material default effectuate and breach evidence such superiority of the Contract Documents and failure of a condition precedent Lease to any payment by Owner owed to Contractor under the Contract or otherwiseMortgage.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract DocumentsThis Agreement, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens rights of Manager hereunder, are and lien rights shall be subject and benefits subordinate to any financing (whether senior financing, mezzanine level financing, or preferred equity) respecting the Project (or any portion thereof), including enforcement rightsfinancings with affiliates of Manager (but excluding financings with affiliates of Owner) Contractor (collectively, the "Property Financings", and any ground or master lease with respect to the Project or any portion thereof, including any such leases with affiliates of Manager (but excluding any such leases with affiliates of Owner) (collectively, "Leases"), and all renewals, extensions, modifications, consolidations and replacements thereof, and to each and every advance made or hereafter to be made under any such Property Financings or Leases. This section shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Manager shall promptly execute, acknowledge and deliver any instrument that Owner, the landlord under any of the Leases or the holder of any such Property Financings or the trustee or beneficiary of any deed of trust or any of their respective successors in interest may reasonably request to evidence such subordination. At any time and from time to time, upon not less than ten (10) business days prior notice from Manager or Owner, Manager shall furnish to Owner, 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 modified and setting forth the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246modifications), the date to which 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 at all times be subordinate exist, specifying in reasonable detail the nature thereof and junior the steps being taken to any remedy the same, and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on such additional information as the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work requesting party may reasonably request. Any subordination or estoppel furnished pursuant to this Section 12.12 may be or is commenced or done onrelied upon by Owner, and materials may be or are furnished toits affiliates, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tierlenders, and any other person performing services prospective landlord or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements lender of the provisions of applicable Project. Manager shall not unreasonably withhold its consent to any amendment to this Section 15.1 and the subordination described hereinAgreement reasonably required by such lender or lessor, and provided that such amendment does not (bi) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’sincrease Manager's financial obligations hereunder, or any other party’s, failure to provide the items required in clauses (aii) and (b) hereinabove have a material adverse effect upon requestManager's rights hereunder, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policiesiii) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisematerially increase Manager's non-economic obligations hereunder.
Appears in 1 contract
Sources: Property Management and Leasing Agreement (Maguire Properties Inc)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or the Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or the Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, such mortgages, trust deeds or other encumbrances, or the lessors under any applicable ground lease or underlying leases, require in writing that this Lease be superior thereto (collectively, the “Superior Holders”). Landlord shall cause the holder of any deed of trust and other encumbrances of any kind (on encumbering the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior Project to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign execute and deliver to Owner Tenant a subordination, non-disturbance and Ownerattornment agreement (a “SNDA”) in a commercially reasonable form concurrently with Landlord’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written execution and recordable acknowledgments and restatements of the provisions delivery of this Section 15.1 Lease. In consideration of and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to Tenant’s agreement to subordinate this Lease to any payment future mortgage, trust deed or other encumbrances, shall be the receipt by Owner owed Tenant of an SNDA executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to Contractor attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Contract rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or otherwiseassurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. 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.
Appears in 1 contract
Sources: Office Lease (FIGS, Inc.)
Subordination. Notwithstanding any other provision Landlord hereby represents and warrants to Tenant that, as of the Contract DocumentsEffective Date of this Lease, the Project is not currently subject to any ground lease, or to the lien of any mortgage or deed of trust. This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any (herein, a "Mortgage"), and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such Mortgage, unless the holders of any Mortgage (each, a "Mortgagee"), or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such Mortgage thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. ▇▇▇▇▇▇▇▇'s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) business days of request by ▇▇▇▇▇▇▇▇, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind (on the Property and otherwise) foreclosure proceeding or sale. Notwithstanding any contrary provision in favor of any of Owner’s Lenders (“Lender Liens”)this Article 18, notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to the subordination of this Lease to any payment future ground or underlying lease or to the lien of any future Mortgage is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement in recordable form ("Future SNDA") from the Mortgagee under such future Mortgage or the lessor under such future lease on such Mortgagee's or lessor's commercially reasonable standard form, to the effect that no steps or proceedings taken by Owner owed reason of Landlord's default under such future Mortgage or lease shall terminate or materially modify this Lease, nor shall Tenant be named a defendant in any proceedings for foreclosure of such Mortgage or termination of any such lease, nor be disturbed by virtue of such step or proceedings, as long as there shall be no uncured default (beyond applicable notice and cure periods) by Tenant under this Lease. Should any current or prospective Mortgagee require a modification of this Lease, which modification will not cause an increased cost or expense to Contractor under Tenant or in any other way materially and adversely change the Contract or otherwiserights and obligations of Tenant hereunder, then and in such event, this Lease may be so modified and Tenant shall execute whatever commercially reasonable documents are reasonably required therefor and to deliver the same to Landlord within ten (10) business days following a request therefor.
Appears in 1 contract
Sources: Lease (Kura Oncology, Inc.)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsLand and to the lien of any first mortgage or first trust deed, now or hereafter in force against the Land and the Office Section, or any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (such first mortgage or first trust deed, unless the holders of such first mortgage or first trust deed, or the lessors under such ground lease or underlying leases require in writing that this Lease shall be superior thereto. Tenant covenants and agrees in the event any related Section) proceedings are brought for the foreclosure of the Nevada Revised Statutesany such first mortgage, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing to attorn, without any services deductions or providing any materials relating set-offs whatsoever, to the Workpurchaser upon any such foreclosure sale if so requested to do so by such purchaser, and to recognize such purchaser as the lessor under this Lease. Tenant shall at Landlord's request 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 first mortgage, first trust deed, ground leases or underlying leases; provided, however, that any and all liens and lien rights and benefits Tenant shall not (including enforcement rightsunless it is in default under this Lease) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 be required to 108.246), shall at all times be subordinate and junior to any documents that are entered into after the Commencement Date unless Tenant is furnished with an Agreement of Subordination, Non-Disturber and all liensAttornment in the mortgagee's or lessor's usual form in connection with any request for subordination. Tenant hereby grants to Landlord an irrevocable power of attorney, security interestscoupled with an interest, mortgagesto execute and deliver in the name of Tenant any such instrument or instruments if Tenant fails to do so, deeds provided that such shall in no way relieve Tenant from the obligation of trust executing such instruments of subordination or superiority. Tenant shall execute and other encumbrances deliver, upon the execution of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done onthis Lease, and materials may be or are furnished to, Landlord shall use reasonable efforts to cause the Property prior mortgagee and ground lessor to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign execute and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of Tenant, as promptly as feasible after the provisions execution of this Section 15.1 Lease, an Agreement of Subordination, Non-Disturber and Attornment in the subordination described herein, form of Exhibit D attached hereto and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute made a material default and breach of the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisepart hereof.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract DocumentsSubject to Section 25.2, below, this Lease is and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be and remain subject and subordinate to the lien of any mortgage, deed of trust, ground lease or underlying lease now or hereafter in force against the Premises, and junior to all advances made or hereafter to be made upon the security thereof. Although the foregoing subordination shall be self-effectuating, Tenant shall execute and return to Landlord any documentation requested by Landlord consistent with this Section 25 in order to confirm the foregoing subordination, within five (5) business days after Landlord's written request. If Tenant fails to provide Landlord with such subordination documents within five (5) business days after Landlord's written request, the same shall constitute a default by Tenant hereunder without requirement of any further notice or right to cure. 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, provided such purchaser assumes, either expressly or by operation of law, the obligations of "Landlord" arising under this Lease after the date title to the Land and Building is transferred to such purchaser or grantee. Tenant agrees that no mortgagee or successor to such mortgagee shall be (i) bound by any payment of 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, except for a breach which is of a continuing nature and which continues after such mortgagee or successor has taken possession of the Building, has been notified of the applicable breach in writing, and has failed to cure same within the cure period otherwise afforded Landlord hereunder, (iv) bound to effect or pay for any construction for Tenant's occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and all lienswhich have accrued prior to the date that such mortgagee or successor takes legal title to the Land and Building, security interests, mortgages, deeds of trust and other encumbrances or (vi) liable for the return of any kind (on security deposit, unless such security deposit has been physically received by such mortgagee. Any such mortgagee shall have the Property and otherwise) in favor of right, at any of Owner’s Lenders (“Lender Liens”)time, notwithstanding that Work may be or to subordinate to this Lease any instrument to which this Lease is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request otherwise subordinated by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions operation of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise25.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, mortgages and deeds of trust (collectively “Mortgages”) which may now or hereafter affect such leases or the real property of which the Premises forms a part, and other encumbrances to all renewals, modifications, consolidations, replacements and extensions thereof. ▇▇▇▇▇▇ agrees to attorn to any successor to ▇▇▇▇▇▇▇▇’s interest in the Premises, including any such lessor or holder of a Mortgage (“Mortgagee”) or to any kind purchaser at foreclosure (or by deed in lieu of foreclosure) upon all of the terms and conditions of this Lease. Within twenty (20) days after ▇▇▇▇▇▇▇▇’s written request, ▇▇▇▇▇▇ agrees to execute and deliver a commercially reasonable, written subordination, non-disturbance and attornment agreement (“SNDA”) for each Mortgagee on the Property standard form of SNDA of such Mortgagee, to be approved by Tenant in its reasonable discretion. Such SNDA shall state that this Lease will not be terminated or Tenant’s possession of the Premises interfered with as a result of a foreclosure (or deed in lieu of foreclosure) of the applicable Mortgage, provided that Tenant is not then in Default (beyond applicable notice and otherwisecure periods). In no event shall any such Mortgagee or purchaser at a foreclosure sale (or sale in lieu of foreclosure) be: (i) liable for any act or omission of Landlord or any subsequent landlord (except Mortgagee); (ii) subject to any offsets or defenses which Tenant might have against Landlord or any subsequent landlord (except Mortgagee); or (iii) bound by any Rent which Tenant may have paid for more than the current month to Landlord or any subsequent landlord, unless said Mortgagee or purchaser at a foreclosure sale shall have actually received such Rent. The foregoing shall not be deemed to constitute a waiver by Tenant of claims that Tenant may have against Landlord for breaches of this Lease, but such claims shall not be enforced against the Mortgagee or any such purchaser unless and until the Mortgagee may become the Landlord hereunder. A Mortgagee may instead elect to have this Lease superior to its lien and may evidence such intention in favor the instrument creating its lien or other recorded instrument. Within thirty (30) days following the Effective Date, Landlord shall have delivered to Tenant a counterpart of any the SNDA attached hereto as Exhibit D and by this reference incorporated herein from Tenant’s current Mortgagee, which shall be executed and acknowledged by such current Mortgagee. Contemporaneously with execution of Owner’s Lenders (“Lender Liens”)this Lease, notwithstanding that Work may be or is commenced or done oneach Landlord and ▇▇▇▇▇▇ shall deliver to the other an executed and acknowledged counterpart of such attached SNDA, and materials Tenant, at ▇▇▇▇▇▇’s sole cost and expense, may be or are furnished to, record such fully executed and acknowledged SNDA in the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws land records for the filing city of mechanics and materialmen’s liens. Contractor shallRichmond, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseVirginia.
Appears in 1 contract
Sources: Lease Agreement
Subordination. Notwithstanding Landlord covenants that there is no existing mortgage, deed of trust or other encumbrance encumbering the Project or any other provision portion thereof as of the Contract Documentsdate of this Lease. Accordingly, this Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 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 (collectively, the “Superior Holders”); provided, however, that in consideration of and as a condition precedent to Tenant’s agreement to subordinate this Lease to any related Section) future ground or underlying lease, or mortgage, trust deed or other encumbrance, Tenant shall receive from such future Superior Holder a subordination non-disturbance and attornment agreement in the standard form customarily employed by such Superior Holder, with such commercially reasonable modifications as may be mutually agreed to by Tenant and such Superior Holder, which provides that so long as an event of default has not occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Nevada Revised StatutesPremises shall not be terminated, Contractor agrees for itself modified, affected or disturbed by any action which such Superior Holder may take to terminate any such ground or underlying lease or to foreclose any such mortgage, trust deed or other encumbrance, as applicable, and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any successor landlord shall recognize this Lease as being in full force and all liens effect as if it were a direct lease between such successor landlord and lien rights and benefits Tenant (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 a “SNDA”). Landlord shall use its commercially reasonable efforts to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwiseobtain non-disturbance agreement(s) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property Landlord who later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term. Subject to the SNDA(s) described above, Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmento recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease (or enter into a new lease for the balance of the Lease Term upon the same terms and conditions) and not disturb Tenant’s liensoccupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Contractor Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within five (5) days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Sublease Agreement (Okta, Inc.)
Subordination. Notwithstanding any other provision of the Contract Documents25.1 This Lease is and shall be subject and subordinate, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior times, to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written the lien of any mortgage or mortgages which may now or hereafter affect the Building, and recordable acknowledgments to all advances made or hereafter to be made upon the security thereof and restatements of to the provisions of this Section 15.1 interest thereon, and the subordination described hereinto any agreements at any time made modifying, supplementing, extending or replacing any such mortgages, 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 (hereinafter referred to as the “Holder”), this Lease may be made prior and superior to such affidavitsmortgage or mortgages and/or such ground or underlying lease. In the event of the enforcement by the Holder of the remedies provided for by law or in its mortgage or lease, certificatesTenant will, releasesupon request of the Holder or any person succeeding to the interest of the Holder as a result of such enforcement automatically become the Tenant of the Holder or such successor in interest, indemnitieswithout change in the terms or other provisions of this Lease, waivers and instruments provided, however, that neither the Holder nor such successor in interest shall be bound by (and in form and contenti) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority any payment of Lender Liens). Contractor’s, Basic Rental or any other party’ssum payable hereunder for more than one (1) month in advance, failure to provide except for the items required in clauses (a) and (b) hereinabove upon requestDeposit, if any, or Owner’s (ii) any amendment or Owner’s Lenders’ inability modification of this Lease made without the consent of the Holder or such successor in interest. Upon request by the Holder or such successor in interest, Tenant shall execute and deliver an instrument or instruments confirming such attornment. Landlord agrees to use its best efforts to obtain at from any time endorsements such Holder a Non-Disturbance agreement for Tenant.
25.2 At the request of Landlord, Tenant shall execute and deliver such further instruments as may be reasonably required to Ownerimplement the provisions of this Article 25. Tenant hereby irrevocably, during the term of this Lease, constitutes and appoints Landlord as Tenant’s Lenders’ title policies agent and attorney-in-fact to execute any such instruments if Tenant shall fail or refuse to execute the same within ten (or issuance of initial title policies10) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisedays after notice from Landlord.
Appears in 1 contract
Sources: Lease (Metastorm Inc)
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 So long as Landlord obtains a non-disturbance agreement (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise“Non-Disturbance Agreement”) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished toTenant, the Property prior rights of Tenant under this Lease shall be subject and subordinate to each mortgage or deed of trust on or to the Building and/or Project, as well as to all renewals, modifications, consolidations, replacements and extensions thereof. Tenant and Landlord agree that any Lender Liens being imposed upon or recorded against Non-Disturbance Agreement shall provide that (a) in the Property or any of Owner’s assets and before expiration event of the time fixed enforcement by the holder or grantee under applicable laws any mortgage or deed of trust of the remedies provided for by law or by such mortgage or deed of trust, Tenant will, as a result of such enforcement, automatically become the filing tenant of mechanics and materialmensuch holder or grantee or their respective successor(s) in interest (collectively, the “Successor”) without change in the terms or provisions of this Lease; provided that Tenant’s liens. Contractor shallagreement to become the tenant of the Successor is conditioned upon the execution of the Non-Disturbance Agreement, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time (b) upon request by Owner or any of Owner’s Lenders: (a) written the Successor, Tenant shall execute and recordable acknowledgments deliver an instrument confirming the attornment herein provided in a form reasonably acceptable to the Successor and restatements of the provisions of this Section 15.1 and the subordination described hereinTenant, and (bc) so long as an Event of Default is not in existence, after the expiration of all applicable notice, cure, and/or grace periods, and provided this Lease has not been terminated as a result of such affidavitsEvent of Default, certificatesthe Tenant’s leasehold estate, releasesuse, indemnitiespossession, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’stenancy, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, and occupancy hereunder shall constitute a material default remain undisturbed and breach of shall survive any action taken pursuant to the Contract Documents and failure of a condition precedent instrument to any payment by Owner owed to Contractor under the Contract or otherwisewhich this Lease is subordinated.
Appears in 1 contract
Subordination. Notwithstanding any other provision The lien and terms of the Contract Documents, this Lease are and notwithstanding the provisions of Section 108.225 (shall be unconditionally junior and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating subordinate to the Work, that any lien and terms of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interestsground leases, mortgages, deeds of trust trust, and other encumbrances security instruments now or hereafter affecting the real property of which the Premises are a part, and to all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof. If any mortgagee, beneficiary under deed of trust or ground lessor shall elect to have this Lease prior to its mortgage, deed of trust or ground lease, and gives written notice thereof to Tenant, this Lease shall be deemed prior thereto. Tenant agrees to execute any documents required to effectuate such subordination or to make this Lease prior to the lien of any kind such mortgage, deed of trust or ground lease, as the case may be. If Tenant fails to deliver such agreement within ten (on the Property and otherwise10) in favor of any of Owner’s Lenders (“Lender Liens”)days after written demand, notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written Tenant does hereby make, constitute and recordable acknowledgments irrevocably appoint Landlord as Tenant’s attorney-in-fact and restatements of the provisions of this Section 15.1 in Tenant’s name, place and the subordination described hereinstead, to do so, and (b) an Event of Default shall be deemed to have occurred and, in addition to all other liability, Tenant shall be liable for the immediate payment of all foreseeable and unforeseeable damages, penalties and attorneys’ fees and costs incurred by Landlord as a result of such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens)failure. Contractor’sNotwithstanding the foregoing, or any other party’sanything in this Lease to the contrary, failure Tenant shall not be required to provide subordinate its interest under this Lease unless Landlord first obtains from the items required in clauses (a) and (b) hereinabove upon requestholder of the mortgage, deed of trust, or Ownerother instrument of security to which this Lease is to become subordinated a written agreement that provides substantially that Tenant’s or Owner’s Lenders’ inability to obtain right of possession shall not be disturbed if at any the time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority foreclosure no Event 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseDefault has occurred.
Appears in 1 contract
Sources: Standard Industrial Net Lease (Halozyme Therapeutics Inc)
Subordination. Notwithstanding any other provision Landlord agrees to provide Tenant with a subordination, non-disturbance and attornment agreement from the current lender on the Building in the form attached hereto as Exhibit “D.” This Lease is further subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsReal Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property and the Building, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees to attorn, without any related Section) of the Nevada Revised Statutesdeductions or set-offs whatsoever, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Worklender or holder of any mortgage or trust deed upon any foreclosure, to the purchaser upon any foreclosure sale, or to the lessor of a ground or underlying lease upon the termination thereof, as the case may be, if so requested to do so by such lender, purchaser or lessor, and to recognize such lender, purchaser or lessor as the lessor under this Lease; provided that any and all liens and lien rights and benefits the foregoing is expressly conditioned upon such lender or successor agreeing not to disturb Tenant’s right to possession under this Lease so long as Tenant is not in default. Tenant shall, within ten (including enforcement rights10) Contractor and business days of request by Landlord, execute such further instruments or any assurances as Landlord may reasonably deem necessary to evidence or confirm such attornment and/or the subordination or superiority of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior this Lease to any and all liens, security interests, such mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)deeds, notwithstanding that Work may be ground leases or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseunderlying leases.
Appears in 1 contract
Sources: Office Lease (HMS Holdings Corp)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 such mortgages or trust deeds, unless the holders of such mortgages, trust deeds or other encumbrances, or the lessors under such ground or underlying leases, require in writing that this Lease be superior thereto (and any related Section) of collectively, the Nevada Revised Statutes"Superior Holders"); provided, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Workhowever, that any in consideration of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to Tenant’s agreement to subordinate this Lease to any payment future ground or underlying lease or to the lien of any future mortgage, trust deed or other encumbrances, or any renewal, extension or modification, consolidations and replacements thereof, shall be the receipt by Owner owed Tenant of a subordination, non-disturbance and attornment agreement in commercially-reasonable form provided by the Superior Holder and reasonably acceptable to Contractor Tenant, which requires the Superior Holder to accept this Lease, and not to disturb Tenant’s possession or any of Tenant’s other rights and interests under this Lease, so long as an event of default beyond the Contract expiration of any applicable notice and cure periods set forth in this Lease has not occurred (an “SNDA”). Tenant covenants and agrees in the event of a foreclosure (or otherwisedeed in lieu thereof) of any such mortgage, trust deed or other encumbrance that is the subject of an SNDA (or if any such ground or underlying lease that is the subject of an SNDA is terminated), to attorn to the lienholder, purchaser or any successors thereto upon any such foreclosure sale or the grantee of any deed in lieu thereof (or to the ground or underlying lessor) and to recognize such purchaser, grantee or ground or underlying lessor as the lessor under this Lease. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. 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.
Appears in 1 contract
Sources: Office and R&d Lease (Aquantia Corp)
Subordination. Notwithstanding any other provision At the option of Landlord, this Lease shall either be:
(a) Subject and subordinate to all mortgages which may now or hereafter affect the Contract DocumentsDemised Premises, and notwithstanding to all renewals, modifications, consolidations, replacements or extensions thereof, provided however, that the provisions holder of Section 108.225 any such mortgage shall execute with Tenant a Non-Disturbance Agreement hereinafter described; or
(and any related Sectionb) of This lease shall be paramount in priority as an encumbrance against the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Demised Premises with respect to the Worklien of any mortgage which may now or hereafter affect the Demised Premises and to all renewals, that any modifications, consolidations, replacements and all liens extensions thereof.
(c) The non-disturbance agreement referred to above shall be an agreement in recordable form between Tenant and lien rights the holder of such mortgage, binding on such holder and benefits (including enforcement rights) Contractor and on future holders of such mortgages, or an agreement by such holder expressed in such mortgage, which shall provide in substance that, so long as Tenant is not in default beyond the applicable grace periods under any of the other foregoing parties may terms, covenants, provisions or do have under applicable law (includingconditions of this Lease, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and neither such holder nor any other person performing services holder of such mortgage shall name or providing materials relating join Tenant as a party-defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request term hereof be terminated (except as permitted by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and Lease) or otherwise affected by enforcement of, any rights given to any holder of such mortgage, pursuant to the subordination described hereinterms, and (b) covenants or conditions contained in such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, mortgage or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, document held by any holder or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior rights given to any mechanics’ or materialmen’s lien or lien rights, shall constitute holder as a material default and breach matter of the Contract Documents and failure law. Upon request of holder of a condition precedent mortgage to any payment by Owner owed which this Lease becomes subordinate, Tenant shall execute, acknowledge and deliver to Contractor under the Contract or otherwise.such holder an agreement to attorn to such holder as Landlord if such holder becomes Landlord hereunder and/or execute,
Appears in 1 contract
Sources: Lease Agreement (Fresh Juice Co Inc)
Subordination. Notwithstanding Landlord may from time to time execute and deliver a mortgage or first trust deed in the nature of a mortgage, both being hereinafter referred to as a “Mortgage”, against the Land, Premises, Exterior Area, Building or any other provision portion thereof or interest therein. If requested by the mortgagee or trustee under any Mortgage, Tenant will subordinate its interest in this Lease to the lien of the Contract Documentssaid Mortgage, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensadvances made thereunder and to the interest thereon, security interestsand to all renewals, mortgagesreplacements, deeds supplements, amendments, modifications and extensions thereof; and Tenant will promptly execute and deliver such agreement or agreements as may be reasonably required by such mortgagee or trustee under any Mortgage on such mortgagee’s current, standard form, subject to such to Tenant and such mortgagee’s approval. Notwithstanding the foregoing, as a condition to the subordination of trust this Lease to any current or future Mortgage, the holder of such Mortgage must execute and deliver a non-disturbance agreement on such mortgagee’s current, standard form, subject to such to Tenant and such mortgagee’s approval, which provides, among other encumbrances things, that, so long as Tenant is not in default under the Lease beyond any applicable cure periods, ▇▇▇▇▇▇’s right to possession and the other terms of any kind the Lease shall remain in full force and effect. In connection therewith, within thirty (on the Property 30) days following ▇▇▇▇▇▇▇▇’s request, ▇▇▇▇▇▇ agrees to enter into a subordination non-disturbance and otherwise) in favor of any of Owner’s Lenders attornment agreement (“Lender LiensSNDA”)) (using the base form attached hereto as Exhibit G, notwithstanding that Work may be or is commenced or done onsuch mortgagee’s current, standard form, and materials may be or containing such further revisions as are furnished to, reasonably required by the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration holder of the time fixed under applicable laws for the filing of mechanics Mortgage and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender LiensTenant). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.
Appears in 1 contract
Sources: Single Tenant Industrial Building Lease (Hims & Hers Health, Inc.)
Subordination. Subject to Tenant’s receipt of an appropriate subordination, non-disturbance and attornment agreement(s) as set forth below in this Article 18, this Lease is subject and subordinate to all present and future ground or underlying leases of the portion of the Real Property upon which the Building is located and to the lien of any mortgages or trust deeds, now or hereafter in force against the Building and such portion of the Real Property, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Notwithstanding any other contrary provision of the Contract Documentsthis Article 18, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to the subordination of this Lease to any payment future mortgage, deed of trust, ground or underlying lease is that Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from the mortgagee, beneficiary or lessor under such future instrument (“Non-Disturbance Agreement”). Such commercially reasonable Non-Disturbance Agreement(s) shall include the obligation of any such successor ground lessor, mortgage holder or lien holder (“Lien Holder”) to recognize Tenant’s abatement, offset and other rights specifically set forth in this Lease and recognize and agree that Lien Holder shall be bound by Owner owed and responsible for all obligations of Landlord with respect to Contractor the Letter of Credit, to the extent the Letter of Credit has been assigned to the Lien Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if required to do so pursuant to any Non-Disturbance Agreement executed by Tenant pursuant to this Article 18, and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within thirty (30) days of request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the Contract subordination or otherwisesuperiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases in accordance with the terms of this Article 18.
Appears in 1 contract
Sources: Office Lease (United Online Inc)
Subordination. Notwithstanding 18.1 This Lease shall be subject and subordinate to the lien of any mortgage, or renewals, modifications, consolidations, replacements or extensions thereof, which now or hereafter may affect the Leased Premises. Tenant shall, at Landlord’s request, execute such arrangements and other provision instruments as any mortgagee of the Contract DocumentsLeased Premises shall reasonably deem necessary or desirable to subordinate this Lease to the lien of any present or future mortgage, mortgages or construction loans against the Leased Premises. Notwithstanding the foregoing, the holder of any such mortgage shall recognize and preserve this Lease in the event of any foreclosure sale or possessory action, and notwithstanding the provisions this Lease shall continue in full force and effect and Tenant shall attorn to such party and shall execute, acknowledge and deliver any instrument that has for its purpose and effect confirmation of Section 108.225 attornment within twenty (and any related Section20) days of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and or any request therefor. The subordination of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), this Lease shall at all times be subordinate and junior subject to any and all lienscurrent or future mortgage holder(s) agreement not to disturb Tenant’s occupancy, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) so long as Tenant is not then in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions default of this Section 15.1 and the subordination described hereinLease. Tenant specifically approves and, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Ownerupon Landlord’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability agrees to obtain at any time endorsements to Owner’s Lenders’ title policies execute a subordination and attornment agreement substantially in the form attached hereto as Exhibit “C”. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, ANY SUBORDINATION SHALL IN NO CASE CREATE A CONTRACT BETWEEN TENANT (or issuance of initial title policiesTENANT) insuring first priority of Lender LiensAND ANY OTHER PARTY, includingNOR SHALL IT MODIFY THE TERMS OF THE LEASE IN ANY WAY. IN THE EVENT OF ANY CONFLICT BETWEEN THE STATEMENTS CONTAINED IN A SUBORDINATION AND ATTORNMENT AGREEMENT AND THE TERMS OF THE LEASE, 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseTHE LEASE SHALL PREVAIL.
Appears in 1 contract
Sources: Lease (Precision Therapeutics Inc)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsReal Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Real Property and the Building, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 such mortgages or trust deeds, subject to Tenant's prior receipt of a commercially reasonable non-disturbance agreement unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs (and any related Section) of except the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating concessions to Tenant provided in Exhibit B attached hereto to the Workextent continuing after foreclosure) whatsoever, that to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and all liens and lien rights and benefits to recognize such purchaser or lessor as the lessor under this Lease, subject to Tenant's prior receipt of a commercially reasonable non-disturbance agreement. Tenant shall, within ten (including enforcement rights10) Contractor and days of request by Landlord, execute such further instruments or any assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior this Lease to any and all liens, security interests, such mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)deeds, notwithstanding that Work may be ground leases or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensunderlying leases. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.ARTICLE
Appears in 1 contract
Sources: Office Lease (Ticketmaster)
Subordination. Notwithstanding any other provision of the Contract Documents, (a) This Lease is subject and notwithstanding the provisions of Section 108.225 (subordinate to all ground and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself underlying leases and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust indentures and other encumbrances now or hereafter affecting all or any portion of the Leased Premises; provided that Landlord obtains from the holder of any kind such lease, mortgage, indenture or other encumbrance a non-disturbance agreement containing the agreement of such holder that Tenant’s rights under this Lease shall not be disturbed by such holder in the event of foreclosure or in the event such holder comes into possession or ownership of Landlord’s interest in the Leased Premises, unless Tenant is in terminable default. ▇▇▇▇▇▇▇▇ also agrees, upon request of ▇▇▇▇▇▇, to obtain such an agreement from any future lenders. Tenant covenants and agrees, nevertheless, to execute and deliver within ten (10) business days’ notice any certificate or other assurance in confirmation of such subordination requested by Landlord. If the holder of any such encumbrance obtains title to the Property as a result of the foreclosure of such encumbrance, Tenant shall, upon request and upon Landlord’s compliance with the remaining terms of this Section 24(a), attorn to such holder.
(b) Within ten (10) business days, at the request of Landlord or the holder of any mortgage on the Property and otherwise) in favor of Leased Premises or any of Owner’s Lenders landlord under any ground or underlying lease (herein referred to as a “Lender LiensMortgagee”), notwithstanding Tenant shall execute, acknowledge and deliver such further instruments evidencing such subordination as the Landlord or such Mortgagee shall deem necessary or desirable, and, upon request of such Mortgagee, attorn to such Mortgagee and recognize such Mortgagee as Landlord under all the terms and provisions of this Lease except as such Mortgagee shall not be (i) liable for any act or omission of any prior landlord, or (ii) subject to any offsets or defenses that Work Tenant might have against any prior landlord, or (iii) bound by any rent or other sums payable hereunder that Tenant might have paid for more than one month in advance to any prior landlord, or (iv) bound by any amendment or modification of this Lease made without the consent of such Mortgagee.
(c) After receiving written notice from any Mortgagee, Tenant shall be required to give to such Mortgagee the same notices as are required to be given to Landlord under the terms of this Lease, but such notices may be given by Tenant to Landlord and such Mortgagee concurrently. It is further agreed that such Mortgagee shall have the right, but not the obligation, within thirty (30) days after receipt of such notice (or within such additional time as is commenced reasonably required to correct any such default) to correct or done onremedy, or cause to be corrected or remedied, each such default before Tenant may take any action under this Lease by reason of such default and materials if necessary to cure such default, such Mortgagee shall have access to the Leased Premises. Notice to such Mortgagee shall be sent to the address specified in the written notice from such Mortgagee to Tenant, or to such other address as may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders designated in writing from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) from such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseMortgagee.
Appears in 1 contract
Sources: Lease Agreement
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease shall be subject and notwithstanding the provisions of Section 108.225 subordinate at all times to: (and any related Sectioni) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and ground leases or underlying leases now existing or hereafter executed affecting the Building or all or any portion of the other foregoing parties may Demised Premises and (ii) the lien of any mortgage or do have under applicable law deed of trust now existing or hereafter executed in any amount for which the Demised Premises (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246or any portion thereof), ground leases, underlying leases, or Landlord's interest or estate in any of said items is specified as security. The foregoing subordination shall at all times be subordinate effective provided and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property condition that such ground lessor, underlying lessor, mortgagee, trustee, beneficiary, grantee or lender (hereafter referred to as "mortgagee") named in such instrument shall provide Tenant with a written subordination, non-disturbance and otherwise) attornment agreement in favor recordable form, on such mortgagee's standard form for same, which shall provide in substance that so long as no event of any of Owner’s Lenders (“Lender Liens”)default by Tenant occurs under this Lease beyond applicable notice and/or cure periods, notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: then (a) written and recordable acknowledgments and restatements Tenant shall not be named or joined in any action or proceeding to terminate such ground or underlying lease or to foreclose on such mortgage or deed of trust (as applicable) or any proceeding to otherwise enforce the provisions rights of this Section 15.1 and the subordination described hereinsuch mortgagee, in each case except as required by applicable law and (b) no such affidavitstermination, certificatesforeclosure or other proceeding shall result in the cancellation or termination of this Lease (whether or not Tenant is named in such action). Notwithstanding the foregoing, releasesLandlord shall have the right to subordinate or cause to be subordinated any such ground leases or any such liens to underlying leases or to this Lease. In the event that any ground Lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, indemnitiesTenant shall, waivers notwithstanding any subordination and instruments at the option of such successor, attorn to and become Tenant of the successor in interest to Landlord, at the option of such successor in interest. Tenant covenants and agrees to execute and deliver, within ten (10) days of request by Landlord and in the form and content) as Owner’s requested by Landlord, any additional documents evidencing the priority or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority subordination of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior this Lease with respect to any mechanics’ such ground leases or materialmen’s underlying leases or in the lien of any such mortgage or lien rightsdeed of trust. If Tenant fails to timely execute such additional documents, shall constitute a material default and breach Tenant hereby appoints Landlord as Tenant's attorney-in-fact for the sole purpose of executing such additional documents on behalf of Tenant. If requested by any present or future lender or ground lessor, Tenant agrees to amend this Lease provided such amendment does not materially increase the Contract Documents and failure obligations or materially decrease the rights of a condition precedent to any payment by Owner owed to Contractor Tenant under the Contract or otherwisethis Lease.
Appears in 1 contract
Sources: Lease Agreement (Access Integrated Technologies Inc)
Subordination. Notwithstanding any other provision It is a condition of this Lease and the Tenant’s right granted hereunder, that this Lease and all of the Contract Documentsrights of the Tenant hereunder are, and notwithstanding the provisions of Section 108.225 (shall at all times be, subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating subordinate to the Work, that any and all liens and ground or underlying leases, mortgages, trust deeds, or the charge or lien rights and benefits (including enforcement rights) Contractor and resulting from, or any instruments of, any financing, refinancing or collateral financing or any renewals or extensions thereof from time to time in existence against the lands, buildings and improvements forming the Leased Premises and/or the Building, provided the Tenant shall not be required to deliver to the Landlord a postponement by which the interest of the Tenant shall be subject to the rights of any such ground or underlying lessor, Mortgagee, trustee, chargee or other foregoing parties may or do have under applicable law (includingencumbrancer until the Landlord obtains from such party a non-disturbance agreement in a form satisfactory to the Tenant, acting reasonably. Such non-disturbance agreement shall be on the Tenant’s standard form and shall include, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246)provisions that so long as the Tenant is not in default under this Lease, shall at all times be subordinate and junior to any and all lienssuch ground or underlying lessor, security interestsMortgagee, mortgagestrustee, deeds chargee or other encumbrancer will not do anything which will result in the termination of trust and this Lease; that such ground or underlying lessor, Mortgagee, trustee, chargee or other encumbrances of any kind (on encumbrancer will not disturb the Property and otherwise) in favor of any of OwnerTenant’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration possession of the time fixed under applicable laws for the filing of mechanics Leased Premises; and materialmen’s liens. Contractor shallthat such ground or underlying lessor, and Contractor shall cause every Subcontractor and Vendor at every tierMortgagee, and any trustee, chargee or other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements encumbrancer will comply with all obligations of the provisions of Landlord under this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseLease.
Appears in 1 contract
Subordination. Notwithstanding Without the necessity of any other provision additional document being executed by City for the purpose of the Contract Documentseffecting a subordination, and notwithstanding the provisions of Section 108.225 subject to subsection (b) below, this Lease shall be subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: following (each an "Encumbrance"): (a) written and recordable acknowledgments and restatements of any reciprocal easement agreements, ground leases or other underlying leases that may hereafter be executed affecting Landlord’s interest in the provisions of this Section 15.1 and the subordination described hereinProperty, or any portion thereof, and (b) the lien of any mortgages or deeds of trust and renewals, modifications, consolidations, replacements and extensions of any of the foregoing that may hereafter be executed by Landlord in any amount for which any part of the Property, any ground leases or underlying leases, or Landlord’s interest or estate therein is specified as security; provided that as a condition to any such affidavitsEncumbrance, certificatesthe holder of the Encumbrance shall, releasesat City’s request, indemnitiesenter into a subordination and nondisturbance agreement with City in a form then commercially reasonable. Notwithstanding the foregoing, waivers Landlord shall have the right to subordinate or cause to be subordinated to this Lease any Encumbrance. In the event that any ground lease or underlying lease terminates for any reason or any mortgage or deed of trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, City shall pay subsequent Rent and instruments (attorn to and become the tenant of such successor landlord, at the option of such successor-in-interest, provided that City has received proper written notice of such succession and the name and address of the successor landlord, and further provided that, in the case of any Encumbrance hereafter executed, as a condition to such attornment the holder of such Encumbrance shall, at City’s request, agree that so long as City is not in default hereunder, such holder shall recognize this Lease and shall not disturb City in its possession of the Premises for any reason other than one that would entitle Landlord to terminate this Lease or otherwise dispossess City of the Premises in accordance with the terms hereof. The provisions of this Section shall be self-operative and no further instrument shall be required other than as provided in this Section. City agrees, however, to execute upon request by Landlord and in a form and content) reasonably acceptable to City, any additional documents evidencing the priority or subordination of this Lease with respect to any such Encumbrance as Owner’s or Owners Lenders’ title insurers provided herein. Landlord shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure use its best efforts to provide to City, before the items required in clauses (a) Effective Date, executed non-disturbance and (b) hereinabove upon request, or Ownerattornment agreements from the holder of any existing Encumbrance. The form of such agreement shall be subject to City’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisereasonable approval.
Appears in 1 contract
Sources: Office Lease
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding Subject to the provisions of this Section 108.225 (17.1, this Lease, Tenant’s interest hereunder and Tenant’s leasehold interest in and to the 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 related Section) mortgage or mortgages placed on the property of which the Premises are a part, without the necessity of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing execution of any services further instrument or providing any materials relating agreement of subordination on the part of Tenant. On or prior to the WorkCommencement Date of the Lease, that Landlord covenants to use its best efforts to obtain from each lender the security for whose loan encumbers the Premises or the Building as of the Execution Date, an executed nondisturbance agreement assuring Tenant that, notwithstanding any and all liens and lien rights and benefits (including enforcement rights) Contractor and default by Landlord to the lender or any foreclosure or deed in lieu thereof, Tenant’ s rights under this Lease shall continue in full force and effect and its possession of the other foregoing parties may or do have under applicable law Premises shall remain undisturbed (including, without limitation, Nevada Revised Statutes Sections 108.221 permission for insurance proceeds and eminent domain awards to 108.246be applied as required hereunder), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) except in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of accordance with the provisions of this Section 15.1 Lease, so long as Tenant is not in default hereunder so as to permit Lease termination. The form and content of such agreement(s) shall be reasonably acceptable to Tenant. In no event shall such non-disturbance agreement be a condition of this Lease. Additionally, Tenant shall, upon Landlord’s request, subordinate this Lease in the subordination described hereinfuture to any first lien placed by Landlord upon the Premises or the Building with an institutional first mortgagee, and (b) provided that such affidavits, certificates, releases, indemnities, waivers and instruments (and lender executes a nondisturbance agreement substantially similar in form and contentcontent to that which is required in the first sentence of this paragraph. Tenant will, upon request of the lienholder, be a party to such an agreement, and will agree that, if such lienholder succeeds to the interest of Landlord, Tenant will recognize said lienholder (or successor in interest of the lienholder) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor its landlord under the Contract or otherwiseterms of this Lease.
Appears in 1 contract
Subordination. Notwithstanding LANDLORD has heretofore and may hereafter from time to time execute and deliver mortgages or trust deeds in the nature of a mortgage, both referred to herein as "Mortgages" against the Land and Building, or any other provision of interest therein. If requested by the Contract DocumentsMortgagee or trustee under any Mortgage, TENANT will either (a) subordinate its interest in this Lease to said Mortgages, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensadvances made thereunder and to the interest thereon, security interestsand to all renewals, mortgagesreplacements, deeds of trust modifications and other encumbrances of any kind extensions thereof, or (on the Property b) make TENANT's interest in this Lease inferior thereto; and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work TENANT will promptly execute and deliver such agreement or agreements as may be reasonably required by such mortgage or trustee under any Mortgage, provided however that any such subordination shall provide that so long as TENANT is commenced or done onnot in default hereunder, and materials may its tenancy shall not be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensdisturbed. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: It is further agreed that (a) written and recordable acknowledgments and restatements if any Mortgage shall be foreclosed (i) the liability of the provisions mortgagee or trustee thereunder or purchaser at such foreclosure sale or the liability of a subsequent owner designated as LANDLORD under this Section 15.1 Lease shall exist only so long as such trustee, mortgagee, purchaser or owner is the owner of the Building and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the subordination described hereinmortgagee or trustee, TENANT will attorn, as TENANT under this Lease, to the purchaser at any foreclosure sale under any mortgage, and TENANT will execute such instruments as may be necessary or appropriate to evidence such attornment; and (b) this Lease may not be modified or amended so as to reduce the rent or shorten the term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of the LANDLORD, nor shall this Lease be cancelled or surrendered without the prior written consent, in each instance of the mortgagee or trustee under any Mortgage. It is understood that TENANT'S tenancy shall not be disturbed so long as TENANT is not in default under this Lease. LANDLORD is hereby irrevocably appointed and authorized as agent and attorney-in-fact of TENANT to execute all such affidavitssubordination instruments in the event TENANT fails to execute said instruments within five (5) days after notice from LANDLORD demanding the execution thereof. Said notice may be given in the manner hereinafter provided for giving notice. TENANT agrees to give any mortgages and/or trust deed holders, certificatesby registered mail, releasesa copy of any notice of default served upon the LANDLORD by TENANT provided that prior to such notice TENANT has received notice (by way of service on TENANT of a copy of an assignment of rents and leases, indemnitiesor otherwise) of the address of such mortgagees and/or trust deed holders. TENANT further agrees that if LANDLORD shall have failed to cure such default within the time provided for in this Lease, waivers then the mortgagees and/or trust deed holders shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then such additional time as may be necessary, if, within such thirty (30) days, any mortgagee and/or trust deed holder has commenced and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require is diligently pursuing the remedies necessary to allow cure such insurers to issue such title endorsements as Owner or Owner’s Lenders require default (including insuring first priority but not limited to commencement of Lender Liensforeclosure proceedings, if necessary to effect such cure). Contractor’sSuch period of time shall be extended by any period within which such mortgagee and/or trust deed holder is prevented from commencing or pursuing such foreclosure proceedings by reason of LANDLORD's bankruptcy. Until the time allowed as aforesaid for mortgagee and/or trust deed 15 holder to cure such defaults has expired without cure, TENANT shall have no right to and shall not terminate this Lease on account of default. No mortgagee and no person acquiring title to the demised premises by reason of foreclosure of any mortgage or by conveyance in lieu of foreclosure shall have any other party’s, failure obligation or liability to provide the items required TENANT on account of any security deposit unless such mortgagee or title holder shall receive such security deposit in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisecash.
Appears in 1 contract
Sources: Lease Agreement (Quotesmith Com Inc)
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Subject to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 19, at the option and upon written declaration of Landlord, this Lease and the subordination described hereinleasehold estate created hereby shall be subject, subordinate and inferior to the lien and charge of any Mortgage; provided, however, that this Lease shall not be subordinate to any Mortgage arising after the date of this Lease, or any renewal, extension or replacement thereof, unless and until Landlord provides Tenant with an agreement from the Mortgagee of the type normally provided by commercial lenders in southern California (“Non-Disturbance Agreement”), setting forth that so long as Tenant is not in Default hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall remain in force and Tenant’s right to possession shall be upheld. Subject to the foregoing condition, (i) Landlord hereby expressly reserves the right, at its option and declaration, to place Mortgages upon and against the Premises and/or any part thereof, superior in lien and effect to this Lease and the estate created hereby, and (bii) Landlord shall be entitled to sign, acknowledge and record in the Office of the County Recorder of the County in which the Premises are situated, a declaration that this Lease and leasehold estate are subject, subordinate and inferior to any Mortgage placed or to be placed by Landlord upon or against the Premises and/or any part thereof (in favor of any Mortgagee, trustee or title insurance company insuring the interest of any such affidavitsMortgagee), certificatesrecordation of which shall, releasesof and by itself and without further notice to or act or agreement of Tenant, indemnitiesmake this Lease and the estate created hereby subject, waivers subordinate and instruments (inferior thereto. Notwithstanding the foregoing, Tenant shall, promptly following a request by Landlord and in form after receipt of the Non-Disturbance Agreement, execute and content) as Owner’s acknowledge any subordination agreement or Owners Lenders’ title insurers shall require other documents required to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first establish of record the priority of Lender Liens). Contractor’sany such Mortgage over this Lease, so long as such agreement does not otherwise increase Tenant’s obligations or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Ownerdiminish Tenant’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiserights hereunder.
Appears in 1 contract
Sources: Standard Industrial Lease (Alphatec Holdings, Inc.)
Subordination. Notwithstanding any other provision At the option of Landlord, this Lease shall either be:
(a) Subject and subordinate to all mortgages which may now or hereafter affect the Contract DocumentsDemised Premises, and notwithstanding to all renewals, modifications, consolidations, replacements or extensions thereof, provided however, that the provisions holder of Section 108.225 any such mortgage shall execute with Tenant a Non-Disturbance Agreement hereinafter described; or
(and any related Sectionb) of This lease shall be paramount in priority as an encumbrance against the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Demised Premises with respect to the Worklien of any mortgage which may now or hereafter affect the Demised Premises and to all renewals, that any modifications, consolidations, replacements and all liens extensions thereof.
(c) The non-disturbance agreement referred to above shall bean agreement in recordable form between Tenant and lien rights the holder of such mortgage, binding on such holder and benefits (including enforcement rights) Contractor and on future holders of such mortgages, or an agreement by such holder expressed in such mortgage, which shall provide in substance that, so long as Tenant is not in default beyond the applicable grace periods under any of the other foregoing parties may terms, covenants, provisions or do have under applicable law (includingconditions of this Lease, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and neither such holder nor any other person performing services holder of such mortgage shall name or providing materials relating join Tenant as a party-defendant or otherwise in any suit, action or proceeding to enforce, nor will this Lease or the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request term hereof be terminated (except as permitted by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and Lease) or otherwise affected by enforcement of, any rights given to any holder of such mortgage, pursuant to the subordination described hereinterms, and (b) covenants or conditions contained in such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, mortgage or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, document held by any holder or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior rights given to any mechanics’ or materialmen’s lien or lien rights, shall constitute holder as a material default and breach matter of the Contract Documents and failure law. Upon request of holder of a condition precedent mortgage to any payment by Owner owed which this Lease becomes subordinate, Tenant shall execute, acknowledge and deliver to Contractor under such holder an agreement to attorn to such holder as Landlord if such holder becomes Landlord hereunder and/or execute, acknowledge and deliver to such holder an agreement not to pay the Contract or otherwiseBasic Rent for a period of more than one (1) month in advance.
Appears in 1 contract
Subordination. Notwithstanding any other provision At the option of the Contract Documentsmortgagee(s) or trustees of a first mortgage or first deed of trust loan only, and notwithstanding no others, now or hereafter affecting the provisions Building:
(A) This lease shall be paramount and superior to any said loan, and Tenant agrees not to subordinate this lease to any deed of Section 108.225 trust or mortgage; or
(and any related SectionB) of If the Nevada Revised Statuteslender(s) so elect, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any lease and all liens rights of Tenant hereunder shall be subject and subordinate to any mortgage or deed of trust now or hereafter constituting a lien rights and benefits (including enforcement rights) Contractor and against the demised premises, the Building or any of the other foregoing parties may or do have under applicable law (includingpart thereof, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensrenewals, security interestsmodifications, mortgagesconsolidations, deeds replacements, and extensions thereof, and, in the event of said election, this provision shall thereupon be self-operative and no further instrument shall be required to effect such subordination of this lease; provided, however, that as long as Tenant continues payment of rent and performs, keeps and observes all his covenants hereunder, the rights of Tenant, including, but not limited to possession of the premises, shall not be terminated or adversely affected in any way by reason of any foreclosure or other action or proceeding under any such mortgage or deed of trust; provided, further that notwithstanding the foregoing provisions above, the party or parties secured by such mortgage or deed of trust and other encumbrances shall have the absolute right to recognize this lease and, in the event of any kind (on foreclosure sale under any such mortgage or deed of trust, this lease shall continue in full force and effect, and, at the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration written request of the time fixed party or parties secured thereby or the purchaser under applicable laws for the filing of mechanics any such foreclosure sale, Tenant shall attorn to such party or parties secured or to such purchaser; and materialmen’s liens. Contractor shall, Tenant covenants and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating agrees to the Work to, sign execute and deliver to Owner Landlord on request any further instruments to carry out the intent of said subordination, as shall be desired by any such lender, and Owner’s Lenders from Tenant hereby irrevocably appoints Landlord as attorney-in-fact for Tenant with full power and authority to execute and deliver in the name of Tenant any such instruments. In addition, Tenant agrees at such time as said lender may require, to time upon request execute and deliver to Landlord, in such form as may be prescribed by Owner or any of Owner’s Lenders: (a) written the lender, a Tenant Estoppel Certificate evidencing, inter alia, that this lease is in full force and recordable acknowledgments effect and restatements that all of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseobligations thereunder are current.
Appears in 1 contract
Subordination. Notwithstanding Tenant hereby subordinates this Lease to the lien of any other provision deed of trust, mortgage or mortgages now qt, hereafter placed upon Landlord's interest the Demised Premises; provided, however, 0 1/2 2/9 1 i shall execute any appropriate instrument presented to Tenant for the purpose of effecting such subordination. It a further condition, however, to the continuing effect of the Contract Documentssubordination and lien provisions herein provided, that Landlord shall procure from any such mortgagee an agreement, writing, which be delivered to Tenant, or contained the aforesaid subordination agreement, providing substance that so long as Tenant substantially performs the obligations imposed upon Tenant hereunder within the applicable grace or cure period, its tenancy will not be disturbed, nor its rights under this Lease affected by, any default under such mortgage nor shall Tenant be named as a defendant in any foreclosure proceeding, and notwithstanding whether prior to or the provisions event of Section 108.225 (and any related Section) foreclosure under any such mortgage or deed of the Nevada Revised Statutestrust, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing or a granting of a deed lieu thereof, any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and mortgagee or any such mortgagee or purchaser of Landlord's interests through foreclosure sale or deed lieu thereof shall permit the other foregoing parties may insurance proceeds and condemnation awards to be used for any restoration and repair required under Articles 16 and 17 hereof and shall otherwise assume the interest to Landlord shall not be bound by any payment of rent or do have additional rent for more than one (1) month in advance except prepayments the nature of security for the by Tenant of its obligations under applicable law (including, this Lease: and no mortgagee to which this Lease is subordinate or successor "taking through such 01/2 2/9 1 *a-1 *- shall be bound by any amendment or modification of this Lease made without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds the consent of trust and other encumbrances such mortgagee or entity "taking through such Upon request of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.successor
Appears in 1 contract
Sources: Lease Agreement
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (This Lease and any related Section) of the Nevada Revised Statutesextensions, Contractor agrees for itself renewals, replacements or modifications thereof are and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall shal at all times be and remain subject and subordinate and junior to the lien of any and all liensmortgage, security interests, mortgages, deeds deed of trust and all other encumbrances security documents now or hereafter securing payment of any kind indebtedness of Landlord with respect to the Premises, ground lease or underlying lease now or hereafter in force against the Premises, and to all advances made or hereafter to be made upon the security thereof and to :any increases, renewals, modifications, substitutions, replacements, consolidations and extensions thereof. Although the foregoing subordination shall be self-effectuating, Tenant shall execute and return to Landlord any documentation requested by Landlord consistent with this Section 25 in order to confirm the foregoing subordination, within five (on 5) business days after receiving Landlord’s written request. If Tenant fails to provide Landlord with such subordination documents within five (5) business days after Landlord’s written request, the Property and otherwise) in favor same shall constitute a default by Tenant hereunder without requirement of any further notice or right to cure. In the event any proceedings are brought for foreclosure, or in the event of Owner’s Lenders (“Lender Liens”)the exercise of the power of sale under any mortgage or deed :of trust Made by the Landlord covering the Premises, notwithstanding that Work may be Tenant shall attorn to the purchaser at any such foreclosure, or is commenced or done onto the grantee of a deed in lieu of foreclosure, and materials may be recognize such purchaser or are furnished tograntee as the Landlord under this Lease, provided such purchaser assumes, either expressly or by operation of law, the Property obligations of “Landlord” arising under this Lease after the date title to the Land and Building is transferred to such purchaser or grantee. 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, (iv) bound to effect or pay for any construction for Tenant’s occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and which have accrued prior to any Lender Liens being imposed upon the date that such mortgagee or recorded against successor takes legal title to the Property Land and the Building, or any of Owner’s assets and before expiration of the time fixed under applicable laws (vi) liable for the filing return of mechanics and materialmen’s liensany security deposit, unless such security deposit has been physically received by such mortgagee. Contractor shallAny such mortgagee shall have the right, and Contractor shall cause every Subcontractor and Vendor at every tierany time, and to subordinate to this Lease any other person performing services or providing materials relating instrument to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request which this Lease is otherwise subordinated by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions operation of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise25.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract DocumentsThis Lease is subject to, and notwithstanding Tenant agrees to comply with, all matters of record affecting the Real Property. This Lease is also subject and subordinate to all existing and future 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, Tenant agrees to promptly execute, acknowledge and deliver any and all documents or instruments which Landlord or such lessor, holder or holders deem necessary or desirable for purposes thereof. 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 mortgagee under such mortgage or deed of trust, such mortgagee's successor purchaser or any of their successors or assigns upon any such foreclosure sale or deed in lieu thereof as so requested to do so by such purchaser and to recognize such purchaser as the lessor under this Lease; provided, however, that such mortgagee or its successor shall not be liable for or bound by (i) any payment of any rent installment which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by Landlord under this Lease (but such mortgagee, or such successor, shall be subject to the continuing obligations of Landlord under this Lease to the extent arising from and after such succession to the extent of such mortgagee's or such successor's interest in the Project), (iii) any credit, claims, setoffs or defenses which Tenant may have against Landlord, (iv) any modification or amendment to this Lease for which such mortgagee's consent is required, but has not been obtained, under a mortgage or deed of trust or (v) any obligation under this Lease to maintain a fitness facility at the Project, if any. Tenant, upon the reasonable request by such mortgagee or such successor in interest, shall execute and deliver within five (5) days of such request an instrument or instruments confirming such attornment. Tenant agrees to provide copies of any notices of Landlord's default under this Lease to any mortgagee, deed of trust beneficiary and mezzanine lender whose address has been provided to Tenant and Tenant shall provide such mortgagee, deed of trust beneficiary and mezzanine lender a commercially reasonable time after receipt of such notice within which to cure any such default. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be foreclosure proceeding or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s lienssale. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.ARTICLE 18
Appears in 1 contract
Subordination. Notwithstanding This Lease, at lender(s) option, as the case may be, shall be automatically subordinate to any other provision mortgage of the Contract DocumentsShopping Center or portion thereof to which Landlord's interest in the Shopping Center or portion thereof is subordinated and to any ▇▇▇▇▇▇▇▇▇ by or under which Landlord holds its interest therein, and notwithstanding the provisions of Section 108.225 (and any related Section) regardless of the Nevada Revised Statutestime when any such mortgage or any such ▇▇▇▇▇▇▇▇▇ (or any notice thereof) is executed or recorded. Tenant hereby agrees to execute a confirmatory agreement which shall subordinate the Lease to the instrument(s) evidencing such loan or ▇▇▇▇▇▇▇▇▇ in which the lender(s) or overlandlord agree for itself, Contractor agrees its successors and assigns by written instrument in such form which is acceptable to the lender(s) or overlandlord, as the case may be: (i) to be bound by the terms of this Lease; provided, however, the lender(s) or overlandlord, as the case may be, shall not be (a) liable for itself and any act or omission of any prior landlord (including Landlord); (b) bound by any rent or additional rent which Tenant might have paid for every Subcontractor and Vendor and every other person performing more than one (1) month in advance to any services prior landlord (including Landlord); or providing (c) bound by any materials amendment or modification of the Lease made without lender's or overlandlord' s consent; (ii) to not disturb Tenant's use or possession of the Leased Premises in the event of a foreclosure of such lien or encumbrance so long as Tenant is not in default hereunder; (iii) to not join Tenant as a party defendant in any foreclosure proceeding relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and Shopping Center or any part thereof (except to the extent required to prosecute said foreclosure proceeding); (iv) to require Tenant to give notice to the lender(s) or overlandlord, as the case may be, simultaneous with any notice given by Tenant to Landlord in the event that Landlord defaults; and (v) to require Tenant to give the lender(s) or overlandlord, as the case maybe, the right to cure a Landlord default simultaneous with Landlord's right to cure. If any ground lease covering the Leased Premises to which this Lease is subordinate shall be terminated, this Lease, at the option of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246)then-owner, shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on become a direct lease with the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration then-owner of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensLeased Premises. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.
Appears in 1 contract
Sources: Lease (Embassy Bancorp, Inc.)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground or underlying leases of the Contract Documents, Property and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Worklien, that operation and effect of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of to secure debt or trust and other encumbrances of any kind (on the Property and otherwise) deeds, now or hereafter in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded force against the Property or the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof (collectively, “Mortgages”), and to all advances made or hereafter to be made upon the security of such Mortgages. In the event any proceedings are brought for the foreclosure of Owner’s assets any mortgage, deed to secure debt or trust deed, or if any ground or underlying lease is terminated, Tenant shall attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be (the “Purchaser”), and before expiration recognize the Purchaser as the lessor under this Lease, which attornment shall be effective as of the date that the Purchaser acquires title to the Property; however, the Purchaser shall have the right to accept or reject such attornment upon written notice to Tenant and in no event shall such attornment be negated by a foreclosure. In no event shall Tenant have a right of offset against amounts due any Purchaser on account of any defaults by Landlord under this Lease that pre-date the time fixed under applicable laws the Purchaser becomes the lessor hereunder, nor shall any Purchaser be liable for the filing of mechanics and materialmen’s liensany such defaults by Landlord. Contractor Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tierwithin ten (10) Business Days of request by Landlord or the Purchaser (as applicable), and 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 other person performing services Mortgages or providing materials relating Tenant’s attornment to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: Purchaser (a) written and recordable acknowledgments and restatements of as applicable). Tenant waives the provisions of any current or future statute, rule or law that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 15.1 Lease and the subordination described hereinobligations of Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the provisions hereof, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, or require that Tenant attorn to any Purchaser, then in such event, this Lease shall become prior and superior to such Mortgage, or Tenant shall so attorn, upon notice to that effect to Tenant from such Mortgagee. The aforesaid superiority of this Lease to any Mortgage shall be self-operative upon the giving of such notice and no further documentation other than such notice shall be required to effectuate such superiority or attornment. In the event Landlord or such Mortgagee desires confirmation of such superiority or attornment, Tenant shall, promptly upon request therefor by Landlord or such Mortgagee, and (b) without charge therefor, execute a document acknowledging such affidavits, certificates, releases, indemnities, waivers and instruments (and priority or attornment obligation to the Mortgagee as Landlord in form and content) as Owner’s the event of foreclosure or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner deed in lieu thereof or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 termination of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseground lease.
Appears in 1 contract
Sources: Office Lease (HF Enterprises Inc.)
Subordination. Notwithstanding any other provision of the Contract Documents, 26.1 This Lease is and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times shall be subject and subordinate and junior to any and all liens, security interestsground or underlying leases, mortgages, trust deeds or like encumbrances, which may now or hereafter affect the real property of trust which the Premises are a part, and other encumbrances to all renewals, modifications, consolidations, replacements and extensions of any kind (on such lease, mortgage, trust deed or like encumbrance. This clause shall be self-operative and no further instrument of subordination shall be required by any ground or underlying lessor or by any mortgagee or beneficiary, affecting any lease or the Property and otherwise) in favor real property of which the Premises are a part. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. The subordination of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior this Lease to any Lender Liens being imposed upon such lease, mortgage, trust deed or recorded against like encumbrance shall, however, be subject to the Property or any of Owner’s assets and before expiration following:
(i) In the event of the time fixed under applicable laws for sale of the filing Premises upon foreclosure or upon the exercise a power of mechanics and materialmen’s liens. Contractor shallsale, and Contractor shall cause every Subcontractor and Vendor at every tieror by transfer in lieu of foreclosure or such exercise, and any other person performing services or providing materials relating Tenant will upon written request attorn to the Work topurchaser and recognize the purchaser, sign or transferee, as the Landlord under this Lease.
(ii) Notwithstanding such subordination, Tenant's right to quiet possession of the Premises and deliver to Owner all other Tenant's rights under this Lease, shall not be disturbed so long as Tenant shall pay the rent and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written observe and recordable acknowledgments and restatements perform all of the provisions of this Section 15.1 Lease to be observed and performed by Tenant unless this Lease is terminated pursuant to specific provisions relating thereto contained herein.
26.2 Notwithstanding anything to the subordination described contrary herein, Landlord agrees, at the request of Tenant, to use its reasonable efforts to obtain from Security Pacific National Bank a recognition and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and non-disturbance agreement in form and content) substance reasonably satisfactory to Tenant, and Landlord shall cooperate with Tenant as Owner’s or Owners Lenders’ title insurers shall require may be necessary to allow secure such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseagreement.
Appears in 1 contract
Sources: Lease (Analog Devices Inc)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsProperty, and notwithstanding to the lien of any mortgages or trust deeds, now or hereafter in force against the Property, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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 or underlying leases, require or allow in writing that this Lease be superior thereto by giving notice thereof to Tenant at least five (5) days before the election becomes effective. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or trust deed, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the landlord under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs all of the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or assurances in the form attached hereto as Exhibit “B” or such other form as is then required by Landlord’s lender to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying 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 within thirty (30) days following Landlord’s written request, provided 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 Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be foreclosure proceeding or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisesale.
Appears in 1 contract
Sources: Industrial Lease (Switch, Inc.)
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease is subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, mortgages or deeds of trust and other encumbrances of any kind trust, protective land covenants, or leasehold estates pursuant to a ground lease (on the Property and otherwise) in favor of any of Owner’s Lenders (herein collectively referred to as “Lender LiensTitle Interests”), notwithstanding that Work now existing, or which may hereafter be executed, covering the Premises or is commenced or done onthe real property of which the same are a part, and materials may to all advances made or hereafter to be made upon the security thereof. This provision shall be self-operative and no further instrument of subordination need be required by any mortgagee or are furnished toground Landlord. Furthermore, Tenant agrees to execute, acknowledge and deliver upon request, any and all documents or instruments requested by Landlord to evidence the subordination of this Lease to any Title Interests, provided, however, the Property rights of Tenant shall continue in full force and effect for so long as Tenant is not in Default hereunder and further provided, the holder of any Title Interests shall not be liable for any accrued obligation of Landlord, nor for any act or omission of Landlord, nor subject to any offsets or counterclaims which may have accrued to Tenant against Landlord prior to any Lender Liens being imposed the date upon or recorded against which such holder becomes the Property or any of Owner’s assets and before expiration owner of the time fixed under applicable laws for Premises. Tenant hereby agrees to attorn to any person, firm or corporation purchasing or otherwise acquiring the filing of mechanics and materialmen’s liensPremises at any sale or other proceeding, as if such person, entity, firm or corporation had been named as Landlord herein. Contractor shallTenant agrees to execute, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign acknowledge and deliver in recordable form to Owner and Owner’s Lenders from time any existing or proposed holder of Title Interests, or to time upon Landlord, within five (5) days after a request by Owner or any of Owner’s Lenderstherefor, a certificate certifying the following, if such be the case: (a) written this Lease is in full force and recordable acknowledgments effect and restatements of the provisions of this Section 15.1 and the subordination described hereinthere are no defenses or offsets thereto, and or if Tenant claims any defenses or offsets, stating those claimed by Tenant; (b) Tenant has accepted possession of the Premises as of the date of such affidavits, certificates, releases, indemnities, waivers certificate; and instruments (and in form and contentc) as OwnerTenant agrees to notify all Title Interests of any Default by Landlord hereunder. Tenant’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required deliver such statement within five (5) days after Landlord’s written request therefor shall be conclusive that this Lease is in clauses (a) full force and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, effect 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 condition precedent to any payment modification except as may be represented by Owner owed to Contractor under the Contract or otherwiseLandlord.
Appears in 1 contract
Subordination. Notwithstanding any other provision At the option of Landlord to be expressed in writing from time to time, this Lease and the Contract Documents, rights of Tenant hereunder are and notwithstanding the provisions of Section 108.225 (shall be subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, trust deeds and charges (any of trust which are herein called “Mortgage” or “Mortgages”) on or in any way affecting the Premises or the Project or any part thereof now or in the future, including all renewals, extensions, modifications and other encumbrances replacements of any kind Mortgages from time to time. Tenant shall at any time on ten (on 10) days’ notice from Landlord or holder of a Mortgage attorn to and become a tenant of the Property and otherwise) in favor holder of any of Owner’s Lenders (“Lender Liens”), notwithstanding such Mortgages or any party whose title to the Project is superior to that Work may be or is commenced or done onof Landlord upon the same terms and conditions as set forth herein, and materials may be shall execute promptly on request by Landlord any certificates, agreements, instruments of postponement or are furnished toattornment, the Property prior to any Lender Liens being imposed upon or recorded against the Property other such instruments or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders agreements as requested from time to time upon request by Owner to postpone or subordinate this Lease and all of Tenant’s rights hereunder to any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements such Mortgages or to otherwise give full effect to any of the provisions of this Section 15.1 Article 15. Provided Tenant is not in default hereunder, upon written request by and at Tenant’s sole cost and expense, Landlord shall use reasonable efforts to obtain from the subordination described hereinholder of any Mortgage, in respect of which Tenant is being requested to or is otherwise required to subordinate and as a pre-condition of any such subordination, a non-disturbance agreement to permit Tenant to continue in occupation of the Premises in accordance with and subject to the terms of this Lease. Notwithstanding anything to the contrary: (a) if there is a Mortgage registered on title to the Project as of the date hereof, Landlord shall obtain such non-disturbance agreement in favour of Tenant at no cost to Tenant, such non-disturbance agreement to be executed concurrently with this Lease; and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s Tenant shall not be required to subordinate or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior attorn to any mechanics’ or materialmen’s lien or lien rights, shall constitute future Mortgage unless and until Tenant receives a material default non-disturbance agreement. Landlord hereby represents and breach warrants that the Landlord is the registered owner of the Contract Documents Project and failure of a condition precedent the Project is not subject to any payment by Owner owed ground lease or other lease which would rank in priority to Contractor under the Contract or otherwiseleasehold interest of Tenant.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, 21.1 This Lease is subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating subordinate to the Worklien, that any provisions, operation and effect of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust trust, ground leases or other security instruments which may now or hereafter encumber the Building or the Land (collectively, "Mortgages"), to all funds and other encumbrances indebtedness intended to be secured thereby, and to all renewals, extensions, modifications, recastings or refinancings thereof. The holder of any kind Mortgage to which this Lease is subordinate shall have the right (on subject to any required approval of the Property and otherwise) in favor holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of Owner’s Lenders such Mortgage and Tenant shall execute, acknowledge and deliver all confirming documents required by such holder.
21.2 In continuation of the foregoing subordination, Tenant shall within ten (“Lender Liens”)10) business days from Landlord's request, notwithstanding that Work execute any requisite or appropriate document. Tenant appoints Landlord as Tenant's attorney-in-fact to execute any such document for Tenant. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may be give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or Tenant's obligations in the event any such foreclosure proceeding is commenced prosecuted or done on, and materials may be completed or are furnished toin the event the Land, the Property prior Building or Landlord's interest therein is sold at a foreclosure sale or by deed in lieu of foreclosure. If this Lease is not extinguished upon such sale or by the purchaser following such sale, then, at the request of such purchaser, Tenant shall attorn to any Lender Liens being imposed upon or recorded against such purchaser and shall recognize such purchaser as the Property or any of Owner’s assets and before expiration of the time fixed landlord under applicable laws for the filing of mechanics and materialmen’s liensthis Lease. Contractor shall, and Contractor Upon such attornment such purchaser shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: not be (a) written and recordable acknowledgments and restatements bound by any payment of the provisions Base Rent or additional rent more than one (1) month in advance. (b) bound by any amendment of this Section 15.1 Lease made without the consent of the holder of each Mortgage existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord. Within five (5) business days after receipt, Tenant shall execute, acknowledge and deliver any requisite or appropriate document submitted to Tenant confirming such attornment.
21.3 If any lender providing financing secured by the subordination described hereinBuilding requires as a condition of such financing that modifications to this Lease be obtained, and provided that such modifications (a) are reasonable, (b) do not adversely affect in a material manner Tenant's use of the Premises as herein permitted, and (bc) do not increase the rent and other sums to be paid by Tenant, then Landlord may submit to Tenant an amendment to this Lease incorporating such affidavitsmodifications. Tenant shall execute, certificates, releases, indemnities, waivers acknowledge and instruments deliver such amendment to Landlord within five (and in form and content5) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisebusiness days after receipt.
Appears in 1 contract
Sources: Lease Agreement (Ipix Corp)
Subordination. Notwithstanding Landlord represents and warrants to Tenant that the Project is not currently subject to any ground or underlying lease or the lien of any mortgage, trust deed or other provision like encumbrances. Subject to satisfaction of the Contract Documentscondition stated below, this Lease shall be subject and subordinate to all future ground or underlying leases of the Buildings or Project and to the lien of any mortgage, trust deed or other like encumbrances hereafter in force against the Buildings or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 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 (each, a "Security Holder"), require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any related Section) proceedings are brought for the foreclosure of the Nevada Revised Statutesany such mortgage or deed in lieu thereof (or if any ground lease is terminated), Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing to attorn, without any services deductions or providing any materials relating set-offs whatsoever, to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and lienholder or purchaser or any of successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by ▇▇▇▇▇▇. ▇▇▇▇▇▇▇▇'s interest herein may be assigned as security at all times be subordinate and junior any time to any lienholder. Notwithstanding the foregoing, the subordination of this Lease to any future ground or underlying lease, mortgage, trust deed or other like encumbrances shall be subject to, and all liensconditioned upon, security interests▇▇▇▇▇▇'s receipt of a commercially reasonable subordination, mortgagesattornment, deeds of trust and other encumbrances of any kind non-disturbance agreement (on the Property and otherwisea "SNDA") in favor of Tenant from the applicable Security Holder. Tenant shall, within ten (10) business days of request by ▇▇▇▇▇▇▇▇, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. Tenant waives the provisions of Owner’s Lenders (“Lender Liens”)any current or future statute, notwithstanding that Work rule or law which may be give or is commenced purport to give Tenant any right or done onelection to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the foregoing, in the event the Security Holder shall have entered into a separate subordination, attornment and materials may be non-disturbance agreement directly with Tenant governing Tenant's obligation to attorn to the Security Holder or are furnished tosuch successor in interest as lessor, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any terms and provisions of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor such agreement shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of supersede the provisions of this Section 15.1 and Subsection. Tenant shall be permitted to record any SNDA in the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 office of the Contract Documents and failure Recorder of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseCounty of Santa ▇▇▇▇▇.
Appears in 1 contract
Sources: Lease (SITIME Corp)
Subordination. Notwithstanding Tenant is not obligated to subordinate this Lease to the lien of any other provision deed of trust or mortgage of any interest of the Contract DocumentsPremises or any renewals, and notwithstanding the provisions of Section 108.225 modifications or extensions thereof (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (includingforegoing, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246a "Lien Interest"), shall at all times be subordinate unless a Subordination, Attornment and junior Non-Disturbance Agreement ("SAND Agreement") is executed, acknowledged and delivered to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on Tenant by the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration holder of the time fixed under applicable laws Lien Interest ("Lender"). The SAND Agreement must be in form suitable for recording, must be commercially reasonable and must contain substantially the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: following provisions:
(a) written Lender consents to and recordable acknowledgments and restatements of the provisions of approves this Section 15.1 and the subordination described herein, and Lease;
(b) such affidavitsTenant shall not be named or joined as a party defendant in any suit, certificatesaction or proceeding for the foreclosure of the Lien Interest or to enforce any rights under the Lien Interest or obligation secured thereby;
(c) The possession by Tenant of the Premises and the Tenant's rights in the Premises shall not be disturbed, releasesaffected or impaired by, indemnitiesnor will the Lease or the Term be terminated or otherwise affected by: (i) any suit, waivers and instruments (and in form and content) as Owner’s action or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner proceeding upon the Lien Interest or Owner’s Lenders require (including insuring first priority the obligation secured thereby, or for the foreclosure of Lender Liens). Contractor’s, the Lien Interest or the enforcement of any rights under the Lien Interest or any other party’s, failure to provide documents held by the items required in clauses (a) and (b) hereinabove upon requestLender, or Owner’s by any judicial sale or Owner’s Lenders’ inability execution or other sale of the Premises, or by any deed given in lieu of foreclosure, or by the exercise of any other rights given to obtain the Lender by any other documents or as a matter of law, or (ii) any default under the Lien Interest or the obligation secured;
(d) All condemnation awards and insurance proceeds paid or payable with respect to the Premises and received by the Lender shall be applied to the repair and restoration of the Premises or disbursed to Tenant as and to the extent provided in this Lease;
(e) To the extent that any concessions to be provided to Tenant have not been fully paid or performed by Landlord at the time of any suit, action or proceeding upon the Lien Interest or the obligation secured thereby, or for the foreclosure of the Lien Interest or the enforcement of any rights under the Lien Interest or any other documents held by the Lender, or by any judicial sale or execution or other sale of the Premises, or by any deed given in lieu of foreclosure, or by the exercise of any other rights given to the Lender by any other documents or as a matter of law, Tenant may, to the extent it has incurred, or incurs, costs or expenses attributable thereto, deduct the unpaid amount (or the equivalent value thereof), together with interest thereon accruing at the lesser of the annual rate of twelve percent (12%) or the maximum rate permitted by law, from any Rent next becoming due and payable.
(f) Lender acknowledges and agrees that all trade fixtures, equipment and personal property owned by Tenant ("Tenant's Property") located or installed in or on the Premises, regardless of the manner of attachment, shall be and remain the property of Tenant and may be removed by Tenant at any time endorsements time. In no event (including a default under the Lease or Lien Interest) shall Lender have any liens, rights or claims in Tenant's Property, and Lender expressly waives all rights of levy, distraint, or execution with respect to Owner’s Lenders’ title policies that property;
(g) If the Lender takes possession of the Premises or issuance starts collecting rent or becomes the owner of initial title policies) insuring first priority the Premises by reason of Lender Liensforeclosure of the Lien Interest or otherwise; or if the Premises shall be sold as a result of any action or proceeding to foreclose the Lien Interest or by a deed given in lieu of foreclosure, includingthe Lease shall continue in full force and effect, without limitationnecessity for executing any new lease, senior as a direct lease between Tenant and the Lender or then owner of the Premises as landlord upon all of the same terms, covenants, and provisions contained in the Lease, and in that event the Lender or new owner shall be bound to Tenant under all of the terms, covenants and provisions of the Lease for the remainder of the Lease Term which terms, covenants and provisions the Lender or new owner agrees to assume and perform;
(h) Any agreement between Lender and Tenant shall bind and inure to the benefit of and be enforceable by the parties thereto and their respective heirs, personal representatives, successors and assigns;
(i) Tenant agrees with Lender that if Lender succeeds to the interest of Landlord under the Lease, Lender shall not be: (i) liable in money damages for any act or omission of any prior landlord under the Lease except for defaults of the prior landlord that are continuing on the date Lender succeeds to such interest; (ii) subject to any mechanics’ offsets or materialmen’s lien defenses which Tenant might have against any prior landlord except offsets permitted by Article 20.4 and unless arising from an act or lien rightsomission mentioned in (i) above; (iii) bound by any Rent that Tenant has prepaid on account of periods after the then current month; or (iv) liable in money damages for any security deposit that Tenant may have paid to any prior landlord, unless such deposit was actually received by Lender in connection with this Lease. Tenant shall constitute a material default execute and breach send to Landlord any such SAND Agreement within fifteen (15) days of receipt if the SAND Agreement contains substantially the provisions set forth above, or within five (5) days after agreement of the Contract Documents parties to the contents of same. Notwithstanding any of the above if the Lender provides a SAND as attached hereto as Exhibit C, Tenant will execute and failure of a condition precedent send to any payment by Owner owed to Contractor under the Contract or otherwiseLandlord as required above.
Appears in 1 contract
Subordination. Notwithstanding any other provision of Landlord shall have the Contract Documents, right to cause this Lease to be and notwithstanding the provisions of Section 108.225 (remain subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances ground leases, if any ("Encumbrances") that are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that concurrently with and conditional upon ------------- the execution and delivery by Tenant of the requested documents, Landlord shall cause to be delivered to Tenant a document in form reasonably acceptable to Tenant and the holder of any kind such Encumbrance (on "Holder") signed by the Property Holder and otherwise) Tenant providing that in favor the event of termination of any such ground lease or upon the foreclosure of Owner’s Lenders (“Lender Liens”)any such mortgage or deed of trust, notwithstanding that Work may be or so long as Tenant is commenced or done on, and materials may be or are furnished tonot in Default, the Property prior Holder thereof shall agree to any Lender Liens being imposed upon or recorded against recognize Tenant's rights under this Lease as long as Tenant shall pay the Property or any of Owner’s assets Rent and before expiration of the time fixed under applicable laws for the filing of mechanics observe and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of perform all the provisions of this Section 15.1 Lease to be observed and the subordination described herein, and performed by Tenant. Within ten (b10) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon business days after Landlord's written request, Tenant shall execute, acknowledge and deliver any and all reasonable documents required by Landlord or Owner’s or Owner’s Lenders’ inability the Holder to obtain at any time endorsements effectuate such subordination. If Tenant fails to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liensdo so, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, such failure shall constitute a material default Default by Tenant under this Lease. Notwithstanding anything to the contrary set forth in this Paragraph 31, Tenant hereby attorns and breach of the Contract Documents and failure of a condition precedent agrees to attorn to any payment by Owner owed person or entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to Contractor the exercise of any other rights, powers or remedies under the Contract or otherwisesuch Encumbrance.
Appears in 1 contract
Sources: Sublease Agreement (Scios Inc)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all future ground or underlying leases of the Contract DocumentsProject and to the lien of any mortgages or trust deeds, hereafter in force against the Project and the Building, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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 or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the 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 such attornment and/or the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. If Tenant fails to timely execute and deliver such instruments or assurances and Tenant again fails to execute and return such instruments or assurances within five (5) days of Landlord’s additional demand therefor, Tenant shall be considered in default of this Lease and the additional cure period provided in Section 19.1.2 shall not apply. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing Tenant hereunder in the event of any services foreclosure proceeding or providing any materials relating sale. Notwithstanding anything to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished tocontrary contained herein, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any subordination of Ownerthis Lease, Tenant’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, attornment obligation and any other person performing services obligations of Tenant under this Article 18 shall be subject to and expressly conditioned upon Tenant’s receipt from each lessor of a future ground or providing materials relating underlying lease and/or the holder of any future mortgage or deed of trust executing and delivering to Tenant a commercially reasonably non-disturbance agreement. Within thirty (30) days after the Work tofull execution and delivery of this Lease, sign Landlord shall make one attempt to obtain a commercially reasonable subordination, nondisturbance and deliver to Owner and Owner’s Lenders attornment agreement (“SNDA”) from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements the current lender of the provisions Building. In the event Landlord is unable to obtain a SNDA within sixty (60) days after the date of full execution and delivery of this Section 15.1 Lease, Tenant may, at Tenant’s option, directly contact Landlord’s lender and attempt to negotiate for the subordination described herein, execution and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 delivery of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseSNDA.
Appears in 1 contract
Sources: Lease Agreement (Genomatica Inc)
Subordination. Notwithstanding any other provision This Lease and the rights of the Contract Documents, Tenant shall be and notwithstanding the provisions of Section 108.225 (are subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate and junior to the lien of any and all liens, security interests, mortgages, deeds first mortgage or deed of trust and other encumbrances now or hereafter in force against the Property, provided, however, that (i) in the case of any kind (on mortgage or deed of trust encumbering the Property and otherwise) in favor as of any the date of Owner’s Lenders (“Lender Liens”)this Lease, notwithstanding that Work may be or is commenced or done onLandlord will obtain, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration commencement of the time fixed under applicable laws for Lease Term, an agreement between the filing of mechanics beneficiary or mortgagee thereof and materialmen’s liens. Contractor shall, Tenant that so long as no default exists hereunder and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating Tenant attorns to the Work to, sign and deliver Landlord's successor pursuant to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 Lease, no termination of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant's possession of the Premises and this Lease shall remain in full force and effect; and (ii) in the case of any first mortgage or deed of trust encumbering the Property 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 Lease, no foreclosure of such encumbrance (or any proceeding in connection therewith) shall disturb Tenant's possession of the Premises and this Lease shall remain in full force and effect. Tenant shall execute such further instruments confirming the subordination described herein, and (b) of this Lease to the lien of any such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) first mortgage or deed of trust as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment be requested by Owner owed to Contractor under the Contract or otherwiseLandlord.
Appears in 1 contract
Sources: Lease Agreement (Wells Real Estate Investment Trust Inc)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 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 (and any related Section) of collectively, the Nevada Revised Statutes“Superior Holders”); provided, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Workhowever, that any in consideration of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to Tenant’s agreement to subordinate this Lease, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form provided by such Superior Holders, which requires such Superior Holder to accept this lease, and not to disturb tenant’s possession, so long as an event of default has not occurred and be continuing (a “SNDAA”), executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any payment proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by Owner owed such purchaser or lienholder or ground lessor, and to Contractor recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Contract rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or otherwiseassurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. 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.
Appears in 1 contract
Sources: Office Lease (Opentv Corp)
Subordination. Notwithstanding any other provision of the Contract Documents, Section 20.1. This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate and junior to the lien of any and all liens, security interests, mortgages, deeds of trust and mortgages and/or rents and/or other encumbrances now or hereafter placed on the Building, Premises or the Land or any part of the Property without the necessity of any kind (further instrument or act on the Property part of the Tenant to effectuate such subordination, but the Tenant covenants and otherwise) in favor agrees to execute and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages and/or ground rent and/or other encumbrances as shall be desired by any mortgagee or proposed mortgagee or by any person. The Tenant hereby appoints the Landlord attorney in fact of Ownerthe Tenant irrevocably, to execute and deliver any such instrument for and in the name of the Tenant.
Section 20.2. If any mortgagee shall succeed to the rights of Landlord hereunder, whether through possession or foreclosure action or delivery of a new lease or deed, then, at the request of such party, Tenant shall attorn to and recognize each Successor Landlord as Tenant’s Lenders (“Lender Liens”), notwithstanding that Work Landlord under this Lease and shall promptly execute and deliver any instrument such Successor Landlord may be or is commenced or done onreasonably request to confirm such attornment, and materials may each Successor Landlord shall recognize this Lease and shall be or are furnished tobound by each term and provision of this Lease as Successor Landlord, allowing the Property prior Tenant to any Lender Liens being imposed upon or recorded against attorn so long as Tenant is not in default. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Successor Landlord and Tenant on all the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shallterms, conditions, and Contractor covenants as set forth in this Lease except that the Successor Landlord shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: not; (a) written and recordable acknowledgments and restatements be liable for any previous act or omission of the provisions of Landlord under this Section 15.1 and the subordination described herein, and Lease; (b) such affidavitsbe subject to any offset, certificatesnot expressly provided for in this Lease, releases, indemnities, waivers and instruments which theretofore shall have accrued to Tenant against Landlord; or (and in form and contentc) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority be bound by any previous modification of Lender Liens). Contractor’s, this Lease or any previous prepayment, unless such modification or prepayment shall have been previously approved in writing by such Successor Landlord. Further, upon such attornment, Landlord shall be released from any further obligation hereunder, other party’s, failure than any obligations that are outstanding from Landlord to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 tenant as of the Contract Documents and failure date of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseattornment.
Appears in 1 contract
Sources: Lease Agreement (Vitacost.com, Inc.)
Subordination. Notwithstanding any other provision This lease, at the option of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246)Lessor, shall at be subject and subordinate to all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be ground or is commenced underlying leases or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Lienssubleases, including, without limitation, senior sale leaseback or lease leaseback leases to which Lessor is or may become a party as tenant or ·--:..- subtenant thereunder and to all mortgages, deeds of trust or conveyances for security purposes, which may now or hereafter affect the real property of which the Property forms a part, and to all renewals, replacements, modifications, consolidations and extensions of any thereof. Lessee, in confirmation of the subordination provided for in this Section, shall execute and deliver promptly any certificate or instrument, which Lessor may at any time request in connection herewith. Lessee hereby irrevocably constitutes and appoints Lessor as attorney- in-fact, for Lessee in the name of Lessee, or in Lessor's name, to execute any such certificate (s) or instrument-.(s). for and on behalf of Lessee. At the option of the holder (or successor in interest) of any mortgage and/or deed of trust and/or grol!_nd;';Qr .• widerlying lease, Lessee shall at torn to and recognize as Lessee's Lessor hereunder such.---h6lder or successor. Upon such attornment, this lease shall continue in full force and effect as a direct lease between Lessee and such holder or successor except that such holder or successor shall not be (i) liable for any previous act or omission by Less.o·r ▇▇▇▇▇▇ this ▇▇▇▇.e, (ii} subject to any mechanics’ offset of rent which shall thereunto have accrued to Lessee against Lessor, (iii) bound by any previous modification of this lease not expressly provided for herein, (iv) bound by any previous prepayment of rent for a period greater than sixty (60) days unless such modification or materialmen’s lien prepayment shall have been expressly approved in writing by such holder or lien rights, shall constitute a material default and breach of the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisesuccessor.
Appears in 1 contract
Subordination. Notwithstanding This Lease, and all of Tenant's rights and interest in the leasehold estate hereunder, shall be subject and subordinate to any other provision mortgages or deeds of trust that now encumber, or may hereafter be placed upon, the Premises, and to the rights of the Contract Documentsmortgagees or beneficiaries thereunder, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens advances made or to be made thereunder, the interest thereon, and all modifications, renewals, replacements and extensions thereof so long as such mortgagee or beneficiary has first executed a non-disturbance agreement in form and content reasonably acceptable to Tenant. If any such mortgagee or beneficiary so elects in writing, then this Lease shall be superior to the lien rights and benefits (including enforcement rights) Contractor and or any of the other foregoing parties may mortgage or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds deed of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)held by such mortgagee or beneficiary, notwithstanding that Work may be or whether this Lease is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon dated or recorded against the Property before or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensafter such mortgage or trust deed. Contractor shallUpon request, and Contractor Tenant shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign promptly execute and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’sLandlord, or any other party’ssuch mortgagee or beneficiary, any documents or instruments required by any of them to evidence subordination of this Lease hereunder or to make this Lease prior to the lien of any mortgage or deed of trust as herein specified. If Tenant fails or refuses to do so within ten (10) days after written request therefor by Landlord or such mortgagee or beneficiary, such failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, refusal shall constitute a material default and breach an Event of Default by Tenant, but shall in no way affect the validity or enforceability of the Contract Documents subordination to or by the mortgage or deed of trust held by such mortgagee or beneficiary. As used herein, the terms "mortgage" and failure "deed of a condition precedent to trust" include any payment by Owner owed to Contractor under sale and leaseback transaction in which Landlord sells and simultaneously leases back all or any portion of its interest in the Contract or otherwiseShopping Center.
Appears in 1 contract
Sources: Lease (Gi Joes Inc)
Subordination. Notwithstanding The indebtedness evidenced by this Subordinated Revolving Note is subordinated to the prior payment in full of all of the Borrower’s obligations under the TAA. The subordination provisions contained herein are for the direct benefit of, and may be enforced by, the Agent and the Investors and/or any of their assignees (collectively, the Senior Claimants) under the TAA. Until the Collection Date, the Lender shall not demand, accelerate, ▇▇▇ for, take, receive or accept from the Borrower, directly or indirectly, in cash or other property or by set-off or any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 manner (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at from or by way of collateral) any payment or security of all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration the indebtedness under this Subordinated Revolving Note or exercise any remedies or take any action or proceeding to enforce the same. The Lender hereby agrees that it will not institute against the Borrower any proceeding of the time fixed type constituting an Event of Bankruptcy unless and until the date that is one year and one day after the Collection Date has occurred. Nothing in this paragraph shall restrict the Borrower from paying, or the Lender from requesting, any payments under applicable laws this Subordinated Revolving Note so long as (i) the Borrower is not required under the TAA to set aside the funds proposed to be used for such payments for the filing benefit of, or otherwise pay over such funds to, any of mechanics the Senior Claimants, (ii) no Termination Event or Potential Termination Event shall have occurred and materialmen’s liensthen be continuing under the TAA and no Collection Agent Default shall have occurred and then be continuing under the TAA and (iii) the making of such payment would not otherwise violate the terms and provisions of either the Purchase Agreement or the TAA. Contractor shallShould any payment, distribution or security or proceeds thereof be received by the Lender in violation of the immediately preceding sentence, the Lender agrees that such payment shall be segregated, received and held in trust for the benefit of, and Contractor shall cause every Subcontractor and Vendor at every tierdeemed to be the property of, and any other person performing services or providing materials relating shall be immediately paid over and delivered to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements Agent for the benefit of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens)Senior Claimants. Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.
Appears in 1 contract
Sources: Receivables Purchase Agreement (Fresenius Medical Care AG & Co. KGaA)
Subordination. Notwithstanding any other provision of Landlord shall have the Contract Documents, right to cause this Lease to be and notwithstanding the provisions of Section 108.225 (remain subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances ground leases, if any ("Encumbrances") that are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof provided only that, in the event of termination of any kind (on such ground lease or upon the Property and otherwise) in favor foreclosure of any such mortgage or deed of Owner’s Lenders (“Lender Liens”)trust, notwithstanding that Work may be or so long as Tenant is commenced or done on, and materials may be or are furnished tonot in default, the Property prior holder thereof ("HOLDER") shall agree to any Lender Liens being imposed upon or recorded against recognize Tenant's rights under this Lease as long as Tenant shall pay the Property or any of Owner’s assets Rent and before expiration of the time fixed under applicable laws for the filing of mechanics observe and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of perform all the provisions of this Section 15.1 Lease to be observed and the subordination described herein, and performed by Tenant. Within ten (b10) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon days after Landlord's written request, Tenant shall execute, acknowledge and deliver any and all reasonable documents required by Landlord or Owner’s or Owner’s Lenders’ inability the Holder to obtain at any time endorsements effectuate such subordination. If Tenant fails to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liensdo so, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, such failure shall constitute a material default Default by Tenant under this Lease. Notwithstanding anything to the contrary set forth in this Paragraph 31, Tenant hereby attorns and breach of the Contract Documents and failure of a condition precedent agrees to attorn to any payment by Owner owed person or entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to Contractor the exercise of any other rights, powers or remedies under the Contract or otherwisesuch Encumbrance.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, (a) This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate and junior to any ground lease and all liens, security interests, the lien of any mortgages, deeds of trust or other security instruments (“Security Instruments”) in any amount presently existing or hereafter placed on or against Landlord’s interest in this Lease, the Building or the Premises, and other encumbrances to any and all previous or subsequent advances made there under, to the interest on the obligations secured thereby, and all renewals, replacements arid extensions, without the necessity of the execution and delivery of any kind further instruments by Tenant. Tenant shall, at the written request and option of the ground lessor, lien holder or the -purchaser of Landlord’s interest pursuant to a foreclosure or other proceeding, attorn to such ground lessor, lien holder or purchaser or enter into a lease for the balance of the Lease Term upon the same terms contained in this Lease.
(b) Notwithstanding the foregoing, Tenant shall execute and deliver such further instruments evidencing such subordination of this Lease if requested by Landlord within five (5) business days after Tenant’s receipt of such request. If Tenant fails or refuses to do so within such five (5) business day period, Tenant irrevocably appoints Landlord, its successors and assigns, as Tenant’s attorney-in-fact to execute and deliver all such instruments on Tenant’s behalf; provided, however, that Tenant shall not be required to effectuate such subordination, nor shall Landlord be authorized to effect such subordination on Tenant’s behalf, unless the Property and otherwise) mortgagee or beneficiary named in favor of the Security Instrument shall concurrently agree in writing, for Tenant’s benefit, that so long as Tenant is not in default under this Lease, that neither this Lease nor any of OwnerTenant’s Lenders rights shall be terminated or modified by any trustee’s sale or proceeding to foreclose the Security Instrument.
(“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor c) Landlord shall, and Contractor shall cause every Subcontractor and Vendor at every tierthe written request of Tenant or Tenant’s lender, and any other person performing services or providing materials relating to the Work to, sign execute and deliver to Owner Tenant’s lender such instruments reasonably required by Tenant’s lender wherein Landlord agrees to subordinate Landlord’s claims to Tenant’s inventory, personal property and Ownerother assets to those of Tenant’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiselender.
Appears in 1 contract
Subordination. Notwithstanding This Lease is and shall be subject and subordinate to all ground leases and mortgages of record, any other provision of which may now or hereafter be placed on or affect the Contract DocumentsBuilding, the Leased Premises, or any part thereof and to each advance made or to be made under any such mortgages, and notwithstanding the provisions of Section 108.225 (to all renewals, modifications, consolidations, replacements and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any extensions thereof and all liens substitutions therefor, provided that said mortgagee agrees in writing delivered to LESSEE to recognize this Lease, and lien not to disturb LESSEE'S rights thereunder. LESSOR shall deliver such a non-disturbance agreement to LESSEE from any mortgage company holding a mortgage covering the Building. In confirmation of such subordination, LESSEE shall execute and benefits (including enforcement rights) Contractor deliver promptly any nondisturbance, subordination, and attornment agreement that LESSOR and/or any mortgagee or lessor under any of ground or underlying lease and/or their respective successors may require so long as the other foregoing parties may or do have under applicable law (includingsame is in substance similar to those customarily utilized in the Greater Boston, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances Massachusetts area. Without limitation of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and Lease, if any ground lessor or mortgagee shall succeed to the subordination described hereininterest of LESSOR by reason of the exercise of its rights under such ground lease or mortgage (or the acceptance of voluntary conveyance in lieu thereof) or the expiration or sooner termination of such ground lease, and however caused, then such successor shall give written notice to LESSEE (bwhich in the case of a ground lease shall be within thirty (30) days after such affidavits, certificates, releases, indemnities, waivers and instruments (expiration or sooner termination) that it is succeeding to the interest of LESSOR under this Lease; and in form such event, the LESSEE shall attorn to such successor and content) as Owner’s or Owners Lenders’ title insurers shall require ipso facto be and become bound directly to allow such insurers successor in interest to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority LESSOR to perform and observe all the LESSEE'S obligations under this Lease without the necessity of Lender Liens)the execution of any further instrument. Contractor’sNevertheless, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain LESSEE agrees at any time endorsements and from time to Owner’s Lenders’ title policies (time during the term hereof to execute a suitable instrument in confirmation of LESSEE'S agreement to LESSOR, pr any ground lessor, or issuance such mortgagee, and/or their respective assigns and LESSEE'S attorney-in-fact, to execute and deliver any such agreement of initial title policies) insuring first priority attornment for and on behalf 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseLESSEE.
Appears in 1 contract
Subordination. Notwithstanding A. This Lease is subject and subordinate in all respects to all ground leases and/or underlying leases now or hereafter covering the Land and to all mortgages which may now or hereafter be placed on or affect such leases and/or the Land, Buildings, improvements, or any other provision part thereof and/or Landlord's interest therein, and to each advance made and/or hereafter to be made under any such mortgages and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions of and for such ground leases and/or underlying leases and/or mortgages. This subparagraph (a) shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any instrument that Landlord and/or any mortgagee and/or the Landlord under any ground or underlying lease and/or their respective successors in interest may request.
B. Tenant agrees, at the election and upon demand of any owner of the Contract DocumentsLand, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) mortgagee in favor possession thereof, or of any holder of Owner’s Lenders (“Lender Liens”)a leasehold hereafter affecting the Land, notwithstanding that Work may be or is commenced or done onto attorn, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time time, to any such owner, mortgagee or holder, upon request by Owner or any of Owner’s Lenders: (a) written the terms and recordable acknowledgments and restatements conditions set forth herein for the remainder of the provisions Term of this Section 15.1 and Lease. The foregoing provisions shall enure to the subordination described hereinbenefit of any such owner, mortgagee or holder, shall apply to the tenancy of Tenant notwithstanding that this Lease may terminate upon the termination of any such leasehold estate, and (b) shall be self-operative upon any such affidavitsdemand, certificateswithout requiring any further instrument to give effect to said provisions. Tenant, releaseshowever, indemnitiesupon demand of any such owner, waivers mortgagee or holder, agrees to execute, from time to time, an instrument in confirmation of the foregoing provisions, satisfactory to owner, mortgagee or holder, in which Tenant shall acknowledge such attornment and instruments (shall set forth herein and shall apply for the remainder of the Term of this Lease. Nothing contained in form and content) as Owner’s this subparagraph B shall be construed to impair any right, privilege or Owners Lenders’ title insurers option of any such owner, mortgagee or holder.
C. Tenant agrees that, in the event that the interest of the Landlord becomes vested in the holder of any mortgage or in any ground Landlord, to anyone claiming by, through or under either of them, then such holder shall require to allow such insurers to issue such title endorsements as Owner not be:
1. liable for any act or Owner’s Lenders require omission of any prior landlord (including insuring first priority Landlord herein); or
2. subject to any offsets or defenses which Tenant may have against any prior landlord (including Landlord herein); or
3. bound by any rent which Tenant may have paid for more than the current month to any landlord (including Landlord herein).
D. No alteration or modification of Lender Liens). Contractor’sany provision hereof, nor any cancellation or surrender of this Lease shall be valid or binding as against any holder of any mortgage unless the same shall have been approved in writing by such holder, or unless specific provision therefor is set forth in this Lease.
E. Tenant agrees that, upon the request of Landlord, Tenant will execute, acknowledge and deliver such document or instrument as may be requested by the holder of any other party’smortgage on the Landlord's interest in the Land and/or the Building confirming or agreeing that this Lease is assigned to such mortgagee as collateral security for such mortgage and agreeing to abide by such assignment, failure provided that a copy of such assignment has in fact been delivered to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseTenant.
Appears in 1 contract
Sources: Lease Agreement (Fundtech LTD)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Premises or any part thereof and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Premises or any part thereof, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of the mortgages, trust deeds or other encumbrances, unless the holders of the mortgages, trust deeds or other encumbrances, or the lessors under the ground or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, trust deed or other encumbrance, or deed in lieu thereof (or if any ground or underlying lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground or underlying lessor), if so requested to do so by the purchaser or lienholder or ground or underlying lessor, and to recognize the purchaser or lienholder or ground or underlying lessor as the lessor under this Lease, on condition that the lienholder or purchaser or ground or underlying lessor shall agree to accept this Lease and not disturb Tenant’s occupancy so long as Tenant timely pays the Rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by ▇▇▇▇▇▇. The lienholder, purchaser or ground or underlying lessor shall (1) be liable as Landlord only for the obligations of Landlord accruing after that lienholder, purchaser or ground or underlying lessor has taken fee title to the Building and (2) not be liable for (a) any Rent paid more than 30 days in advance (excluding, for the avoidance of doubt, the Security Deposit) or (b) any offsets, claims or defenses that Tenant may have against the previous Landlord. ▇▇▇▇▇▇▇▇’s interest in this Lease and the Premises may be assigned as security at any time to any lienholder. Tenant shall, within fifteen (15) business days after request by Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, other encumbrances, ground leases or underlying leases. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised StatutesTenant hereunder in the event of any foreclosure proceeding or sale. References in this Lease to “mortgages” shall include “deeds of trust” and other similar encumbrances, Contractor agrees for itself and for every Subcontractor references in this Lease to a “mortgagee” shall include the “trustee” and Vendor and every other person performing any services or providing any materials relating to the 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 “beneficiary” under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds a deed of trust and lienholder under other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisesimilar encumbrances.
Appears in 1 contract
Sources: Lease Agreement (Yellowstone Midco Holdings II, LLC)
Subordination. Notwithstanding 30.1 Without the necessity of any other provision additional document being executed by Tenant for the purpose of the Contract Documentseffecting a subordination, this Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times to: (i) all ground or underlying losses which may now exist or hereafter be executed affecting the Premises, and (ii) the lien of any first mortgage or first deed of trust which may now exist or hereafter be executed in any amount for which the Premises, such ground or underlying leases, or Landlord's interest or estate in any of them, is specified as security. Notwithstanding the foregoing, Landlord shall have the right to subordinate or cause to be subordinated any such ground or underlying leases or any such liens to this Lease. If any ground or underlying lease terminates for any reason, Tenant shall, notwithstanding any subordination, attorn to and junior become 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 form requested by Landlord, any documents evidencing the priority or subordination of this Lease with respect to any and all liens, security interests, mortgages, deeds of trust and other encumbrances such ground or underlying leases or the lien of any kind (on the Property and otherwise) in favor such first mortgage, or first deed of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done ontrust, and materials may be or are furnished to, the Property prior specifically to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liensexecute. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign Acknowledge and deliver to Owner and Owner’s Lenders Landlord from time to time upon within ten (10) days after written request to do so a subordination of lease, or a subordination of deed of trust, in substantially the form set forth in EXHIBIT D or EXHIBIT D-1, respectively, attached hereto, or such other form as may be customarily required by Owner or any Mortgagee of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described hereinLandlord, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers failure of Tenant to do so shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute be a material default hereunder. Tenant hereby irrevocably appoints Landlord as Its attorney-in-fact to execute, deliver and breach record any such documents in the name and an behalf of Tenant if Tenant falls to comply with the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseforegoing.
Appears in 1 contract
Sources: Office Lease (Doubletwist Inc)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Landlord’s delivery to Tenant of trust and other encumbrances of any kind commercially reasonable non-disturbance agreement(s) (on the Property and otherwise“Nondisturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, Landlord who come into existence following the Property date hereof but prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms of this Article 18 with respect thereto. Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is 702009.06/WLA -55- Office Lease 110045-00136/12-26-12/EG/eg [Accelrys, Inc.] terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmento recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s liensoccupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Contractor Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within five (5) days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Office Lease (Accelrys, Inc.)
Subordination. Notwithstanding any other provision Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Landlord’s delivery to Tenant of trust and other encumbrances of any kind commercially reasonable non-disturbance agreement(s) (on the Property and otherwise“Nondisturbance Agreement”) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property Landlord who later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms and conditions of this Article 18. Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmento recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s liensoccupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Contractor Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within ten (10) business days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Office Lease (Dexcom Inc)
Subordination. Notwithstanding (a) This Lease and the term and estate hereby granted are subject and subordinate to the lien of each mortgage which now or at any other provision time hereafter affects all or any portion of the Contract Documents, Premises or Landlord’s interest therein and notwithstanding the provisions of Section 108.225 (and to all ground or master leases which now or at any related Section) time hereafter affect all or any portion of the Nevada Revised StatutesProperty (any such mortgage or ground lease being referred to herein as an “Underlying Encumbrance”); provided that Tenant receives from the holder of such Underlying Encumbrance a Non-Disturbance Agreement referred to in Section 23.1(b). From time to time, Contractor agrees for itself upon not less than ten (10) days’ prior notice by Landlord, Tenant shall execute, acknowledge and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating deliver to the Work, that Landlord any and all liens reasonable instruments required by the holder of any Underlying Encumbrance that may be necessary or proper to effect such subordination, or to confirm or evidence the same, provided that Tenant receives a Non-Disturbance Agreement referred to in Section 23.1(b). Such instrument shall confirm such holder’s agreement not to disturb or otherwise diminish Tenant’s interests or rights in and lien rights and benefits under this Lease, as provided in this Section 23.1.
(including enforcement rightsb) Contractor and or any __Landlord shall deliver to Tenant a Non-Disturbance Agreement from the holder of the other foregoing parties may existing Underlying Encumbrance on or do by December 1, 2022, in the form described below (a “Non-Disturbance Agreement”). The Non-Disturbance Agreement shall be in the form substantially attached as Schedule F. In the event Tenant does not receive the Non-Disturbance Agreement in the form attached hereto as Schedule F (with the two Tenant comments thereon to be resolved to the mutual reasonable satisfaction of the parties) by December 1, 2022, then provided that: (i) Tenant has theretofor acted good faith and with commercially reasonable diligent efforts in working with lender to obtain the Non-Disturbance Agreement, and (ii) Landlord has been kept involved with such efforts and negotiations, then Tenant shall have under applicable law the right on ten (including10) business days notice to cure, without limitationto terminate this Lease, Nevada Revised Statutes Sections 108.221 in which event the first month’s rent paid by Tenant to 108.246), Landlord shall at all times be subordinate returned and junior neither party shall have any further liability to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the other. Landlord represents that it holds fee title to the Property and otherwise) the only Underlying Encumbrance affecting it is that held by Lender as defined in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.Schedule F.
Appears in 1 contract
Sources: Lease Agreement (Audiocodes LTD)
Subordination. Notwithstanding any other provision In consideration of the Contract DocumentsSeries A Investors agreeing to consent to the Lender and the Borrower entering into the Shareholder Loan Agreement and the Borrower borrowing the Shareholder Loan, the Lender and the Borrower agree that so long as the Senior Obligations, or any part thereof, remains outstanding:
(a) the Borrower will not make, and notwithstanding the provisions Lender will not receive, any payment (whether of Section 108.225 interest, principal, indemnity or otherwise) under the Shareholder Loan Agreement during any Senior Default Period;
(b) The Borrower will not make, and the Lender will not receive, any related Sectionpayment (whether of principal, interest or otherwise) under the Shareholder Loan Agreement during a Redemption Stop Period.
(c) in the event the Lender receives any monies in respect of the Nevada Revised StatutesShareholder Loan during a Senior Default Period or during a Redemption Stop Period, Contractor agrees for itself it irrevocably and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating unconditionally undertakes to remit to the Work, that Series A Investors (or in accordance with their written directions) any and all liens such monies immediately upon receipt of the same;
(d) the Subordinated Indebtedness is and lien shall remain unsecured by any Security; and is not, and shall not become capable of being, subject to any right of set-off or counterclaim;
(e) the Borrower and the Lender shall not increase the rate of interest applicable to the Shareholder Loan or increase any other amount payable under the Shareholder Loan or amend the terms of the Shareholder Loan or this Agreement in any manner adverse to the Series A Investors, nor assign or transfer any or all of their respective rights and benefits (including enforcement rights) Contractor and or any obligations under the Shareholder Loan Agreement, without the prior written consent of the other foregoing parties may or do have under applicable law Series A Investors; and
(including, f) the Borrower shall not prepay the Shareholder Loan (except where such prepayment is made with the proceeds of an IPO) without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds prior written consent of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration each of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseSeries A Investors.
Appears in 1 contract
Sources: Shareholder Loan Agreement (Trony Solar Holdings Co LTD)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 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 (and any related Section) of collectively, the Nevada Revised Statutes“Superior Holders”); provided, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Workhowever, that any in consideration of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to Tenant’s agreement to subordinate this Lease to any payment future mortgage, trust deed or other encumbrances, shall be the receipt by Owner owed Tenant of a subordination non-disturbance and attornment agreement in a commercially reasonable form, which requires such Superior Holder to Contractor accept this lease, and not to disturb tenant’s possession, so long as an event of default has not occurred and be continuing (a “SNDAA”) executed by Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the Contract rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, within ten (10) days of request by Landlord, execute such further instruments or otherwiseassurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. 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.
Appears in 1 contract
Sources: Office Lease (Airbnb, Inc.)
Subordination. Notwithstanding any other provision Landlord represents to Tenant that the Premises will be unencumbered by a real estate loan as of the Contract DocumentsEffective Date. Landlord shall cause any future lender to furnish to Tenant, within sixty (60) days of the date of both parties’ execution of this Lease, or placement of a lien by lender on the property, as applicable, with a written agreement providing for (i) recognition by the lender of all of the terms and conditions of this Lease; and (ii) continuation of this Lease upon foreclosure of existing lender’s security interest in the Premises. Subject to the above, this Lease is subject and subordinate to ground and underlying leases, mortgages and deeds of trust (collectively “Encumbrances”) which may now affect the Premises, to any covenants, conditions or restrictions of record, and notwithstanding to all renewals, modifications, consolidations, replacements and extensions thereof; provided, however, if the provisions holder or holders of Section 108.225 any such Encumbrance (“Holder”) require that this Lease be prior and any related Sectionsuperior thereto, within seven (7) days after written request of Landlord to Tenant, Tenant shall execute, have acknowledged and deliver all documents or instruments, in the Nevada Revised Statutesform presented to Tenant, Contractor agrees which Landlord or Holder deems necessary or desirable for itself such purposes. Landlord shall have the right to cause this Lease to be and for every Subcontractor become and Vendor remain subject and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liensEncumbrances which are now or may hereafter be executed covering the Premises or any renewals, security interestsmodifications, mortgagesconsolidations, deeds replacements or extensions thereof, for the full amount of trust all advances made or to be made thereunder and other encumbrances without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any kind (on such lease or upon the Property and otherwise) in favor foreclosure of any such mortgage or deed of Ownertrust, Holder agrees to recognize and not disturb Tenant’s Lenders rights under this Lease as long as Tenant is not then in default (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, beyond applicable cure periods) and materials may be or are furnished to, the Property prior continues to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets pay Base Monthly Rent and before expiration of the time fixed under applicable laws for the filing of mechanics additional rent and materialmen’s liens. Contractor shall, observes and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the performs all required provisions of this Section 15.1 Lease. Within ten (10) days after Landlord’s written request, Tenant shall execute any documents required by Landlord or the Holder to make this Lease subordinate to any lien of the Encumbrance so long as such documents provide for (i) recognition by the Holder of all of the terms and the subordination described herein, conditions of this Lease; and (bii) continuation of this Lease upon foreclosure on the Encumbrance.If Tenant fails to do so, then in addition to such affidavitsfailure constituting a default by Tenant, certificatesit shall be deemed that this Lease is so subordinated to such Encumbrance. Notwithstanding anything to the contrary in this Section, releases, indemnities, waivers Tenant hereby attorns and instruments (and in form and content) as Owner’s agrees to attorn to any entity purchasing or Owners Lenders’ title insurers shall require otherwise acquiring the Premises at any sale or other proceeding or pursuant to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority the exercise of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor powers or remedies under the Contract or otherwisesuch encumbrance.
Appears in 1 contract
Sources: Lease Agreement (Netflix Inc)
Subordination. Notwithstanding any other provision Landlord represents and warrants to Tenant that, as of the Contract Documentsdate hereof, there is no mortgage or deed of trust or ground lease encumbering Landlord's interest in the Building or Project. Subject to the terms of this Article 18, this Lease is subject and subordinate to all future ground or underlying leases of the Building or Project and to the lien of any future mortgages or trust deeds in force against the Building or Project or any part thereof ("Superior Interest"), if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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 or underlying leases, require in writing that this Lease be superior thereto. Notwithstanding the foregoing, Landlord's delivery to Tenant of a subordination, non-disturbance and attornment agreement in favor of Tenant from any holder of a Superior Interest who later comes into existence at any time after the date hereof and prior to the expiration of the Lease Term on such future lender's standard form of subordination, non-disturbance and attornment agreement, as reasonably modified by Tenant, shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the terms and conditions of this Article 18; provided, however, that in no event shall the failure to deliver such a subordination, non-disturbance and attornment agreement to Tenant be construed as a default by Landlord under this Lease. Landlord shall request that the holder of any Superior Interest created after the date of this Lease execute a written "non-disturbance agreement" in favor of Tenant providing that if Tenant is not in Default under this Lease beyond any applicable grace period, such party will recognize this Lease and Tenant's rights hereunder and will not disturb Tenant's possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. The failure of any such holder of a Superior Interest to execute and deliver such a non-disturbance agreement upon Landlord's request shall not constitute a default hereunder by Landlord, however, such Superior Interest as it relates to this Lease shall not vest unless and until such non-disturbance agreement is executed by such Superior Interest holder and delivered to Tenant. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, to attorn, without any deductions or set-offs whatsoever (except for Tenant's offset rights expressly set forth in Section 7.3), to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. 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 subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases consistent with this Section 18.1. If Tenant fails or refuses to execute, acknowledge, and deliver any such document within five (5) days after written demand, Landlord, its successors and assigns will be entitled to execute, acknowledge, and deliver any such document on behalf of Tenant as Tenant's attorney-in-fact. Tenant constitutes and irrevocably appoints Landlord, its successors and assigns, as Tenant's attorney-in-fact to execute, acknowledge, and deliver on behalf of Tenant any documents described in this Section 18.1. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind (on the Property foreclosure proceeding or sale. This Section 18.1 shall be self-operative and otherwise) in favor no further instrument of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may subordination shall be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability order to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseeffect it.
Appears in 1 contract
Sources: Lease (Veeco Instruments Inc)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Landlord’s delivery to Tenant of trust and other encumbrances of any kind commercially reasonable non-disturbance agreement(s) (on the Property and otherwise“Nondisturbance Agreement”) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property Landlord who later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shallLease Term shall be in consideration of, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work a condition precedent to, sign Tenant’s agreement to be bound by the terms and conditions of this Article 18. Landlord shall secure and deliver to Owner Tenant a Non-Disturbance Agreements from, and Ownerexecuted by, all current Landlord’s Lenders from Mortgagees for the benefit of Tenant within thirty (30) days following the full execution and delivery of this Lease. Subject to Tenant’s receipt of such Nondisturbance Agreement, Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Landlord’s interest herein may be assigned as security at any time to time upon any lienholder. Tenant shall, within ten (10) business days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Subordination. Notwithstanding any other provision City's approval of the Contract Documentsnecessary land use entitlements that authorize Owner to develop, operate, and notwithstanding maintain the provisions of Section 108.225 Project was based upon Owner's obligation to provide no less than the twenty nine (and any related Section29) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Affordable Units pursuant to the WorkState Density Bonus Law and the terms and conditions of this Agreement. For the Project Rental Period, that this Agreement and the Regulatory Agreement shall have priority over 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust trust, and other encumbrances similar forms of any kind secured financing (on the Property and otherwiseeach a "Deed of Trust") in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any portion thereof. Notwithstanding the preceding sentence, a Deed of Owner’s assets and before expiration Trust obtained by Owner for the acquisition of the time fixed under applicable laws Property or development of the Project thereon, or both, from a reputable lender (collectively, "Lenders") that is regularly engaged in the business of making or owning loans of similar types to the financing provided to Owner for the filing of mechanics and materialmen’s liens. Contractor Project (hereinafter, the "Priority Obligations"), shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by of Owner or the beneficiary of a Deed of Trust securing any of Owner’s LendersPriority Obligation (hereinafter, the "Holder"), have priority over this Agreement if: (ai) written and recordable acknowledgments and restatements Holder obtains City's approval, which shall not be unreasonably withheld or delayed, prior to executing the Deed of the provisions of this Section 15.1 and the subordination described hereinTrust securing a Priority Obligation, and (bii) Holder and City execute in recordable form a subordination agreement in the form attached hereto as Exhibit “M”, or such affidavits, certificates, releases, indemnities, waivers and instruments other form (and in form and contentor other necessary document) as Owner’s or Owners Lenders’ title insurers shall require may be approved by the City Attorney, confirming subordination of this Agreement to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 Deed of Trust securing the Priority Obligation. The City Manager shall have the authority on behalf of City to execute a subordination agreement in such form as reasonably approved by the City Attorney. Any subordination agreement must preserve the affordability requirements herein in the event of a condition precedent to any payment default on the Deed of Trust securing a Priority Obligation, it being expressly understood and agreed by Owner owed to Contractor under that state law requires preservation of affordability covenants in connection with the Contract or otherwiseapproval of this density bonus project.
Appears in 1 contract
Sources: Density Bonus Housing Agreement
Subordination. Notwithstanding Provided Tenant receives a fully executed subordination, non-disturbance and attornment agreement (“SNDA”), in a form reasonable acceptable to Tenant, from the mortgagee or holder of any Superior Instrument, the rights of Tenant hereunder are and shall be, at the election of any mortgagee, subordinate to the lien of any mortgage or mortgages, or the lien resulting from any other provision method of financing or refinancing, now or hereafter in force against the Land or the Premises (or any portion(s) thereof), and to all advances made or hereafter to be made upon the security thereof and all renewals, modifications or extensions thereof (collectively, the “Superior Instruments”). At a minimum, the SNDA shall provide as follows: any person acquiring title to the Premises through foreclosure or deed in lieu of foreclosure, or otherwise shall honor the terms of this Lease so long as Tenant is not in default thereunder beyond any applicable notice and cure period(s); although the holder of the Contract DocumentsSuperior Instrument shall not be personally liable for any default of Landlord, Tenant shall nonetheless be entitled to any abatements or offsets regarding rent as are expressly provided by this Lease; and notwithstanding the provisions of Section 108.225 (and although this Lease shall be subordinate to any related Section) of the Nevada Revised Statutessuch Superior Instrument, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating it shall not be subject to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate same. Landlord warrants and junior represents that the Land and the Premises is currently not subject to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) Superior Instruments except as follows: mortgage in favor of any Bank of Owner’s Lenders (America, N.A.(the “Lender LiensExisting Mortgage”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property . If Landlord fails to deliver to Tenant prior to any Lender Liens being imposed upon or recorded against the Property Completion Date a SNDA, in a form reasonable acceptable to Tenant and meeting the minimum requirements of this Section, having been signed in recordable form by the holder of the Existing Mortgage or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shallthen existing Superior Instrument, and Contractor Tenant shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating be entitled to the Work to, sign and deliver cancel this Lease by notice to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseLandlord.
Appears in 1 contract
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground leases of the Contract DocumentsProject and to the lien of any mortgages or trust deeds, now or hereafter in force against the Project, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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; provided, however, that Tenant’s obligation to subordinate this Lease to any future ground Lessor, or the liens of any future mortgages or trust deeds shall be conditioned on Tenant receiving an SNDA (as defined below). Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, within ten (10) business days of request by Landlord, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to 4896-8192-6017.7374622.00001 -30- 5 BURLINGTON ▇▇▇▇▇[MBX Biosciences, Inc.] evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, or ground leases. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised StatutesTenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the foregoing, Contractor agrees for itself upon written request by ▇▇▇▇▇▇, Landlord will use good faith efforts to obtain a non-disturbance, subordination and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Workattornment agreement (“SNDA”) from Landlord’s then current lender on such lender’s then current standard form of agreement; provided, however, 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner▇▇▇▇▇▇▇▇’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Ownerobtain such SNDA shall not affect Tenant’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor obligations under the Contract or otherwisethis Lease.
Appears in 1 contract
Sources: Lease (MBX Biosciences, Inc.)
Subordination. Except as expressly set forth below, this ------------- ------------- lease is subject and subordinate in all respects to all mortgages which may now or hereafter be placed on or affect the real property of which the premises are a part, or Landlord's interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Section XXVI shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute and deliver promptly any certificate that Landlord and/or any mortgagee and their respective successors in interest may request. Notwithstanding any other provision the generality of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and XXVI, Tenant agrees that any such mortgagee shall have the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain right at any time endorsements to Owner’s Lenders’ title policies (subordinate any such mortgages or issuance other instruments of initial title policies) insuring first priority security to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Landlord's mortgagee at any time, before or after the institution of Lender Liensany proceedings for the foreclosure of any such mortgages or other instruments of security, including, without limitation, senior or sale of the Building pursuant to any mechanics’ such mortgages or materialmen’s lien other instruments of security (which agreement shall survive any such foreclosure sale), to attorn to such mortgagee or lien rightssuch purchaser upon any such sale and to recognize such purchaser as Landlord under this Lease, provided that Tenant's possession shall constitute a material default not be disturbed except under the terms of this Lease, and breach further agrees to execute any and all documents as such mortgagee may require to confirm such attornment. Notwithstanding anything contained herein to the contrary, Landlord shall obtain and provide to Tenant within thirty (30) days of the Contract Documents final execution and failure delivery of this lease a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in commercially reasonable form from Landlord's mortgagee subsequent to the final execution and delivery of this Lease, and shall obtain and provide to Tenant a SNDA in commercially reasonable form from all future mortgagees. It is understood and agreed by Landlord that Tenant's subordination of its leasehold interest hereunder to the interest of any future mortgagees shall be conditioned upon the execution and delivery of a condition precedent to any payment SNDA in commercially reasonable form, which SNDA Tenant shall execute and deliver within ten (10) days of request by Owner owed to Contractor under the Contract or otherwiseLandlord.
Appears in 1 contract
Sources: Lease Agreement (MMC Networks Inc)
Subordination. Notwithstanding any other provision of the Contract Documents, This lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinated at all times to the terms of any ground or underlying leases which now exist or may hereafter be subordinate executed affecting the Lease Premises under which Lessor shall claim, and junior to the liens of any and all liens, security interests, mortgages, deeds mortgages or deed of trust in any amount or amounts whatsoever now existing or hereafter encumbering the Leased Premises, without the necessity of having further instruments executed by the Lessee to effect such subordination. Notwithstanding the foregoing, Lessee covenants and other encumbrances agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease to such ground or underlying leases and the lien of any kind Lessor and if Lessee shall fail to do so within seven (on 7) days of Lessor's request, Lessor is hereby granted an irrevocable power of attorney to execute such instruments in the Property name of Lessee as the act and otherwise) in favor deed of Lessee, and this authorization is hereby declared to be coupled with an interest and not revocable. In the event of termination for any reason whatsoever of any underlying lease, Lessee shall automatically be and become the Lessee of Owner’s Lenders (“Lender Liens”)such underlying Lessor and shall attorn to such underlying lessor at his request or at the option of any first mortgagee or deed of trust holder. So long as the Lessee hereunder shall pay the rent reserved and comply with, notwithstanding that Work may be or is commenced or done onabide by and discharge the terms, conditions, covenants, and materials may obligations on its part to be or are furnished tokept and performed hereunder and shall attorn to the successor in title notwithstanding the foregoing, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration peaceable possession of the time fixed under applicable laws Lessee in and to the Leased Premises for the filing term of mechanics and materialmen’s liens. Contractor shallthis Lease shall not be disturbed, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to in the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements event of the provisions foreclosure of this Section 15.1 and any such mortgage or deed of trust, by the subordination described herein, and (b) purchaser at such affidavits, certificates, releases, indemnities, waivers and instruments (and foreclosure sale or such purchaser's successor in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisetitle.
Appears in 1 contract
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 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 (and any related Section) of collectively, the Nevada Revised Statutes"Superior Holders"); provided, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Workhowever, that any in consideration of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to Tenant's agreement to subordinate this Lease, shall be the receipt by Tenant of a subordination non-disturbance and attornment agreement in the standard form provided by such Superior Holders, which requires such Superior Holder to accept this lease, and not to disturb tenant's possession, so long as an event of default has not occurred and be continuing beyond any payment applicable notice and cure period under this Lease (a "SNDAA") executed by Owner owed Landlord and the appropriate Superior Holder. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to Contractor attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the Contract rent and observes and performs the terms, covenants and conditions of this Lease to be observed and performed by Tenant. Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, within five (5) days of request by Landlord, execute such further instruments or otherwiseassurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases. 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.
Appears in 1 contract
Subordination. Notwithstanding Without the necessity of any other provision additional document being executed by Lessee for the purpose of effecting a subordination, and at the election of Lessor or any bona fide mortgagee or deed of trust beneficiary with a lien on all or any portion of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and Premises or any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating ground lessor with respect to the Workland of which the Premises are a part, that any this Lease shall be subject 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times to: (i) all ground leases or underlying leases which may now exist or hereafter be subordinate executed affecting the Building or the land upon which the Building is situated or both, and junior to (ii) the lien of any and all liens, security interests, mortgages, deeds mortgage or deed of trust and other encumbrances of which may now exist or hereafter be executed in any kind (on amount for which the Property and otherwise) Building, the Lot, ground leases or underlying leases, or Lessor's interest or estate in favor of any of Owner’s Lenders (“Lender Liens”)said items is specified as security. Notwithstanding the foregoing, Lessor 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, Lessee shall, notwithstanding that Work may be or is commenced or done onany subordination and upon the request of such successor to Lessor, attorn to and materials may be or are furnished to, become the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration Lessee of the time fixed under applicable laws for successor in interest to Lessor, provided such successor in interest will not disturb Lessee's use, occupancy or quiet enjoyment of the filing premises so long as Lessee is not in default of mechanics the terms and materialmen’s liensprovisions of this Lease. Contractor shallThe successor in interest to Lessor following foreclosure, and Contractor sale or deed in lieu thereof shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: not be (a) written and recordable acknowledgments and restatements liable for any act or omission of the provisions any prior lessor or with respect to events occurring prior to acquisition of this Section 15.1 and the subordination described herein, and ownership; (b) subject to any offsets or defenses which Lessee might have against any prior lessor; (c) bound by prepayment of more than one (1) month's Rent; or (d) liable to Lessee for any Security Deposit not actually received by such affidavits, certificates, releases, indemnities, waivers successor in interest. Lessee covenants and instruments agrees to execute (and acknowledge if required by Lessor, any lender or ground lessor) and deliver, within five (5) days of a demand or request by Lessor and in the form and content) as Owner’s requested by Lessor, ground lessor, mortgagee or Owners Lenders’ title insurers shall require beneficiary, any additional documents evidencing the priority or subordination of this Lease with respect to allow any such insurers to issue ground leases or underlying leases or the lien of any such title endorsements as Owner mortgage or Owner’s Lenders require (including insuring first priority deed of Lender Liens)trust. Contractor’s, or any other party’s, Lessee's failure to provide the items required in clauses (a) timely execute and (b) hereinabove upon requestdeliver such additional documents shall, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender LiensLessor's option, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute a material default hereunder. It is further agreed that Lessee shall be liable to Lessor, and breach of the Contract Documents shall indemnify Lessor from and against any loss, cost, damage or expense, incidental, consequential, or otherwise, arising or accruing directly or indirectly, from any failure of a condition precedent Lessee to execute or deliver to Lessor any payment by Owner owed such additional documents. Lessee hereby irrevocably appoints Lessor as attorney-in-fact of Lessee, which appointment is coupled with an interest, to Contractor under execute, deliver and record any such documents in the Contract or otherwisename and on behalf of Lessee.
Appears in 1 contract
Sources: Lease Agreement (Bikers Dream Inc)
Subordination. Notwithstanding any other provision Holder hereby agrees to subordinate, and does hereby subordinate the payment by the Company of the Contract Documentsindebtedness evidenced by this Note, together with any and all interest accrued or to accrue thereon, and notwithstanding any further loans or advances to the provisions Company by Holder (all such existing or future indebtedness, including any obligations which may be created by the conversion or modification of Section 108.225 such indebtedness referred to herein as the "Holder Indebtedness"), to the payment of any and all obligations and indebtedness, direct or contingent (and any related Section"Senior Indebtedness") of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing Company to any services or lender providing any materials the Company with purchase—money financing relating to particular purchase orders for goods and services required by the WorkCompany in the ordinary course of its business and/or factoring arrangements and any other lender approved by the Majority of Holders (the "Senior Creditors"). In furtherance thereof, that Holder does hereby agree not to ask for, demand, ▇▇▇ for, take or receive all or any part of the Holder Indebtedness, unless and until all obligations of the Company to the Senior Creditors with respect to the Senior Indebtedness, whether now existing or hereafter arising, shall have been paid in full. Nothing herein shall prohibit or prevent (i) the conversion of the Notes in accordance with their terms into equity of the Company or (ii) the exercise by Holder of all of its rights and remedies as an equity holder of the Company, and no consent of the Senior Creditors shall be required in order to effectuate such conversion. Holder further subordinates all of its right, title, and interest in, to or under any and all liens and lien rights and benefits (including enforcement rights) Contractor and property securing the Holder Indebtedness, to any interest which the Senior Creditors may have in such property, notwithstanding the respective dates of attachment or perfection of such security interests. Holder agrees that upon any distribution of the assets, or readjustment of indebtedness of the Company, whether by reason of liquidation, dissolution, bankruptcy, reorganization, receivership or any other action or proceeding involving the readjustment of all or any of the other foregoing parties may Holder Indebtedness, or do have under applicable law (includingthe application of assets of the Company to the payment or liquidation thereof, without limitation, Nevada Revised Statutes Sections 108.221 the Senior Creditor shall be entitled to 108.246), shall at all times be subordinate and junior to receive payment in full of any and all liensobligations then owing to the Senior Creditors by the Company, security interests, mortgages, deeds prior to the payment of trust all or any part of the Holder Indebtedness; and other encumbrances of Holder further agrees to execute and deliver any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work subordination agreement which may be required by any Senior Creditor necessary or is commenced or done on, and materials may be or are furnished to, the Property prior expedient in order to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of effectuate the provisions of this Section 15.1 5. In the event of any inconsistency between this Note and the any such subordination described hereinagreement, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers subordination agreement shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisecontrol.
Appears in 1 contract
Sources: 10% Secured Convertible Subordinated Note (New Leaf Brands, Inc.)
Subordination. Notwithstanding This Lease shall, at Landlord's option, or at the option of any other provision holder of any mortgage, or deed of trust, be subject and subordinate to any mortgage and/or trust deed which may now or hereafter affect the Contract Documentsreal property of which the Premises form a part, and notwithstanding the provisions also to all renewals, modifications, consolidations and replacements of Section 108.225 (and said mortgage and/or trust deed. If any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services mortgage or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds deed of trust and other encumbrances of any kind is foreclosed (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)meaning, notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing purposes of mechanics and materialmen’s liens. Contractor shallthis Lease, and Contractor shall cause every Subcontractor and Vendor at every tierjudicial foreclosure, and any other person performing services trustee's sale, or providing materials relating to the Work todeed in lieu of foreclosure, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: then:
(a) written This Lease and recordable acknowledgments all of Tenant's rights hereunder shall continue;
(b) Tenant's quiet possession shall not be disturbed if Tenant is not in Default;
(c) Tenant will attorn to and restatements recognize the mortgagee or trust deed holder or purchaser at foreclosure sale ("Successor Landlord") as Tenant's landlord for the remaining Term; and
(d) The Successor Landlord shall not be bound by or have any personal liability for:
(i) any payment of Base Rent or Tenant's Proportionate Share of Operating Costs for more than one month in advance, or any Security Deposit, if any specified in the Lease, except to the extent received by said Successor Landlord.
(ii) any amendment, modification, or ending of this Lease without Successor Landlord's consent after the Successor Landlord's name is given to Tenant unless the amendment, modification, or ending is specifically authorized by the original Lease and does not require Landlord's prior agreement or consent, and
(iii) any act or omission of a prior Landlord. The provisions of this Section 15.1 17.1 are self-operating. However, Tenant shall promptly execute and deliver any documents needed to confirm this arrangement. Landlord agrees to make a reasonable effort to obtain, for the subordination described hereinbenefit of Tenant, a nondisturbance agreement from the holder of Landlord's present mortgage or deed of trust, and (b) any future mortgagee or deed of trust holder; however any charges assessed by the holders of such affidavits, certificates, releases, indemnities, waivers and instruments (and mortgages in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide connection with the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obtaining of the Contract Documents and failure of a condition precedent to any payment aforesaid nondisturbance agreement shall be paid by Owner owed to Contractor under the Contract or otherwiseTenant.
Appears in 1 contract
Sources: Office Lease (Advancepcs)
Subordination. Notwithstanding This lease, at LESSOR'S option, will be subordinate to any other provision form of security now or later placed on the property and to all advances made on the security and Io all renewals, modifications, consolidations, replacements, and extensions. If any mortgagee, trustee, or ground LESSOR elects to have this lease be prior to the lien of its security, and gives written notice to LESSEE, this lease will be deemed prior to said security, whether dated before or after the date of the Contract Documentsrecording date of the security. LESSEE agrees to execute any required documents, and notwithstanding LESSEE irrevocably appoints LESSOR as LESSEE'S attorney-in-fact to do so if LESSEE fails to do so within ten (10) days after written demand. So long as LESSEE is not in default in the provisions payment of Section 108.225 (any rent or in the performance of any of the terms, covenants or conditions of this Lease, LESSEE'S rights to quiet enjoyment shall not be terminated or interfered with by LESSOR or anyone claiming by, through or under LESSOR, whether by mortgage or otherwise. The descriptive headings in this agreement are inserted for convenience in reference only and do not constitute a part of this agreement. BROKER LESSOR and LESSEE certify that ▇.▇. ▇▇▇▇ Associates, Inc. is the broker for this lease. LESSOR shall pay to ▇.▇. ▇▇▇▇ Associates, Inc. a commission of 6% of the rent on the original term of the Lease and any related Section) of the Nevada Revised Statutes, Contractor agrees renewals for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens modifications or extensions of this lease and lien rights for a sales commission of 6% in the event the property is purchased by LESSEE, its parent or affiliated companies, successors or assigns. LESSOR hereby indemnifies LESSEE from any obligation to pay or claim of nonpayment of said commissions throughout the term of this Lease and benefits (including enforcement rights) Contractor and any extensions or any renewals thereof. It is the intention of the other foregoing parties may or do have under applicable law (includinghereto to be legally bound hereby and this lease shall be binding upon the said parties hereto, without limitationtheir respective heirs, Nevada Revised Statutes Sections 108.221 to 108.246)executors, shall at all times be subordinate and junior to any and all liensadministrators, security interestssuccessors, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseand/or assigns.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate and junior to any and the hen of all liens, security interests, mortgages, deeds of trust and other encumbrances securing any amount or amounts whatsoever which may now exist or hereafter be placed on or against the Premises or on or against Landlord’s interest or estate therein, all without the necessity of having further instruments executed by Tenant to effect such subordination. Notwithstanding the foregoing, in the event of a foreclosure of any kind (on the Property and otherwise) in favor such deed of trust or of any other action or proceeding for the enforcement thereof, or of Owner’s Lenders (“Lender Liens”)any sale thereunder, notwithstanding that Work may this Lease shall not be terminated or is commenced or done onextinguished, nor shall the rights and possession of Tenant hereunder be disturbed, if no Event of Default then exists under this Lease, and materials may be Tenant shall attorn to the person who acquires Landlord’s interest hereunder through any such deed of trust. Within ten (10) Business Days after written request by the Landlord, Tenant will in writing subordinate its rights hereunder to the lien of any mortgage or are furnished todeed of trust, the Property prior to any Lender Liens being imposed upon bank, insurance company or recorded other lender, not or hereafter in force against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shallPremises, and Contractor to all advances made or hereafter to be made upon the security thereof. The form of any such writing shall cause every Subcontractor contain such terms and Vendor at every tierconditions as are reasonably acceptable to such bank, and any insurance company or other person performing services or providing materials relating to the Work tolender. Within ten (10) Business Days after written request therefore, sign Tenant shall execute and deliver to Owner Landlord or to Landlord’s current lender, City National Bank, a subordination, non-disturbance and Owner’s Lenders from time attornment agreement substantially in the form of Exhibit E to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described hereinLease, and Landlord shall within thirty (b30) days thereafter, deliver a fully-signed copy of such affidavitsagreement to Tenant. If such agreement is not timely delivered to Tenant, certificatesTenant shall have the right to terminate this Lease upon ten (10) days written notice to Landlord unless Landlord delivers the agreement to Tenant within said 10-days notice period, releases, indemnities, waivers in which case this Lease shall remain in full force and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseeffect.
Appears in 1 contract
Subordination. Notwithstanding a. Landlord represents that there is currently no Mortgagee (hereinafter defined). Landlord shall cause the holder of any Mortgage (as herein defined) to provide Tenant a written agreement under which the holder of any Mortgage (a "Mortgagee") agrees, in the event of a foreclosure or other provision exercise of rights under such Mortgage, not to disturb Tenant's occupancy of the Contract DocumentsPremises, to recognize Tenant's rights under this Lease and to assume Landlord's obligations under this Lease (a "Non-Disturbance Agreement"), and notwithstanding Tenant shall agree in such a Non-Disturbance Agreement that this Lease is, and shall be, subordinate to any mortgage or deed to secure debt ("Mortgage") which might now or hereafter constitute a lien upon the provisions Building or the Parcel. Notwithstanding the foregoing, however, any holder of Section 108.225 (a Mortgage may elect that this Lease shall be superior to its Mortgage, and any related Section) upon written notification of such election this Lease shall automatically be superior to said Mortgage whether this Lease is dated prior to or subsequent to the date of the Nevada Revised StatutesMortgage.
b. Upon any assignment of this Lease by Landlord, Contractor agrees for itself or upon a foreclosure of any Mortgage or sale in lieu of foreclosure and for every Subcontractor and Vendor and every other person performing any services at the election of the purchaser at such foreclosure sale or providing any materials relating sale in lieu of foreclosure (provided said purchaser has executed a Non-Disturbance Agreement), Tenant shall be bound to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and said assignee or any such purchaser under all of the other foregoing parties may or do have terms, covenants and conditions of this Lease for the balance of the Lease Term. Tenant hereby attorns to such succeeding party as its landlord under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done onthis Lease, and materials may be or are furnished to, the Property prior agrees to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request execute all instruments required by Owner or any of Owner’s Lenders: such purchaser affirming such adornment (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liensprovided said purchaser has executed a Non-Disturbance Agreement). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.
Appears in 1 contract
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Landlord's delivery to Tenant of trust and other encumbrances of any kind commercially reasonable non-disturbance agreement(s) (on the Property and otherwise"NONDISTURBANCE AGREEMENT") in favor of Tenant from any ground lessor, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property Landlord who later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term shall be in consideration of, and a condition precedent to, Tenant's agreement to be bound by the TCCs of this Article 18. Subject to Tenant's receipt of such a Nondisturbance Agreement, Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmen’s liensto recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant's occupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Contractor Landlord's interest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within five (5) business days of request by Owner Landlord, execute such further instruments or assurances as Landlord may reasonably deem necessary (consistent with customary requirements of commercial lenders in California) to evidence or confirm the subordination or superiority of this Lease to any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Office Lease (Fair Isaac Corp)
Subordination. Notwithstanding any other provision This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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 (collectively, “lienholders”), or the lessors under such ground lease or underlying leases require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and to recognize such purchaser or lienholder or ground lessor as the lessor under this Lease. Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant’s foregoing agreements concerning subordination of this Lease shall be subject to, in each case, Landlord’s obtaining from any such lienholder or lessor, and delivering to Tenant a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) in commercially reasonably form and substance (provided, however, that such form shall in no way affect the Term or Rent under this Lease or otherwise materially, adversely diminish the rights or increase the obligations of Tenant hereunder) whereby such executing party shall agree not to disturb the tenancy of the Tenant under, and pursuant to the terms of, this Lease, so long as Tenant shall not be in default hereunder after any applicable notice and opportunity to cure, and shall agree to attorn to said lienholder or lessor and to execute, acknowledge and deliver any reasonable instrument that has for its purpose and effect the confirmation of such subordination, non-disturbance and attornment or superiority of this Lease to any such mortgages, trust deeds, ground leases or underlying leases in accordance with the TCCs of this Article 18. Tenant shall execute and deliver to Landlord, at the time it executes this Lease, and thereafter, upon ten (10) days advance written request, any SNDA that Landlord may reasonably require on a commercially reasonable, recordable form as required by the applicable lienholder or ground lessor, subject to any reasonable revisions requested by Tenant and acceptable to such lienholder. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be foreclosure proceeding or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisesale.
Appears in 1 contract
Sources: Office Lease (3com Corp)
Subordination. Notwithstanding (a) This Lease is subject and subordinate to all ground leases and overleases and to all mortgages or other security instruments which may now or hereafter affect this Lease or any other provision of the Contract DocumentsSite, and notwithstanding to all renewals, modifications, consolidations, replacements, extensions, substitutions or assignments thereof and this clause shall be self-operative and no further instrument of subordination shall be required in order to effect same so long as Lessor obtains a non-disturbance agreement (herein, the provisions “Non-Disturbance Agreement”) from the holder of Section 108.225 (any mortgage entered into by Lessor and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and filed against all liens and lien rights and benefits (including enforcement rights) Contractor and or any of the other foregoing parties Sites. The Non-Disturbance Agreement may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security interests, mortgages, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating similar to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender LiensPremises, including, without limitation1imitation, senior Lessee’s agreement to attorn as set forth below in this Section, provided that any mechanics’ such provisions shall be acceptable to Lessee, which approval shall not be unreasonably withheld, conditioned or materialmen’s lien or lien rights, shall constitute a material default delayed. The parties acknowledge that the form and breach substance of the Contract Documents Non-Disturbance Agreement attached hereto as Exhibit “C” is acceptable to them.
(b) The Non-Disturbance Agreement shall provide that in the event of foreclosure of any mortgage, whether superior or subordinate to this Lease, then (i) this Lease shall continue in force, (ii) Lessee's quiet possession shall not be disturbed if Lessee is not in default hereunder or cures such default prior to the expiration of applicable cure periods, (iii) Lessee shall attorn and failure recognize the mortgagee or purchaser at foreclosure sale (“Successor Lessor”) as Lessee's Lessor for the remaining Term of this Lease, and (iv) the Successor Lessor shall not be bound by (x) any payment of rent for more than one month in advance, (y) any amendment, modification or ending of this Lease without the Successor Lessor's consent after the Successor Lessor's name is given to Lessee, unless the amendment, modification, or ending is specifically authorized by the original Lease and does not require Successor Lessor's prior agreement or consent; and (z) any liability for any act or omission of a condition precedent prior Lessor. At the request of the Successor Lessor, Lessee shall execute an amendment to any payment by Owner owed this Lease confirming the Successor Lessor on the same terms and conditions as this Lease for the balance of the Term of this Lease, together with all options to Contractor under extend the Contract or otherwiseTerm of the Lease as provided herein.
Appears in 1 contract
Sources: Unitary Net Lease Agreement (Getty Realty Corp /Md/)
Subordination. Notwithstanding any other provision Subject to Tenant’s receipt of an appropriate non-disturbance agreement(s) as set forth below, this Lease shall be subject and subordinate to all present and future ground or underlying leases of the Contract DocumentsBuilding or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Land▇▇▇▇’▇ ▇elivery to Tenant of trust and other encumbrances of any kind commercially reasonable non-disturbance agreement(s) (on the Property and otherwise“Nondisturbance Agreement”) in favor of Tenant from any ground lessor, mortgage holders or lien holders of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property Landlord who later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term shall be in consideration of, and a condition precedent to, Tena▇▇’▇ ▇greement to be bound by the terms and conditions of this Article 18. Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set- offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmento recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s liensoccupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tena▇▇. Contractor ▇▇nd▇▇▇▇’▇ ▇nterest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within ten (10) business days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Office Lease (Dexcom Inc)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground leases of the Contract DocumentsProject and to the lien of any mortgages or trust deeds, now or hereafter in force against the Project, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all 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. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, or if any ground lease is terminated, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale, or to the lessor of such ground lease, as the case may be, if so requested to do so by such purchaser or lessor, and to recognize such purchaser or lessor as the 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 subordination or superiority of this Lease to any such mortgages, trust deeds, or ground leases. Tenant waives the provisions of Section 108.225 (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 any related Section) the obligations of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to Tenant hereunder in the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances event of any kind foreclosure proceeding or sale. Within sixty (on 60) days after the Property and otherwise) in favor execution of this Lease, Landlord shall obtain a non-disturbance agreement from the holder of any of Owner’s Lenders (“Lender Liens”)pre-existing mortgage encumbering the Building in the form attached hereto as Exhibit E, notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior which ▇▇▇▇▇▇ agrees to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisepromptly execute.
Appears in 1 contract
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances instruments in the nature of a mortgage, now or at any kind (time hereafter granted by LESSOR on the Property Building and otherwise) property of which the Premises are a part, provided, however, that such subordination shall be conditioned upon LESSEE's receipt of a written agreement in favor a form and content reasonably acceptable to LESSEE from each mortgagee, trust deed beneficiary or lienholder providing that such party shall recognize this Lease and LESSEE's rights hereunder and not disturb LESSEE's possession of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or the Premises so long as LESSEE is commenced or done onnot in default hereunder, and materials may such other commercially reasonable provisions. The LESSEE shall, when required, promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust or are furnished toother such instruments in the nature of a mortgage, subject to the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration foregoing. Within ten (10) days of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions mutual execution of this Section 15.1 and the subordination described hereinLease, and (b) such affidavitsLESSOR shall provide LESSEE with a recordable agreement, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s content reasonably acceptable to LESSEE, from each existing mortgagee, trust deed beneficiary or Owners Lenders’ title insurers shall require other lienholder with an interest in or claim to allow such insurers to issue such title endorsements as Owner the Building or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’sLand, or any other party’spart thereof, failure to provide the items required in clauses (a) providing that such mortgagee, trust deed beneficiary or lienholder shall recognize this Lease and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 LESSEE's rights hereunder and breach not disturb LESSEE's possession of the Contract Documents Premises so long as LESSEE is not in default hereunder, and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisewith such other commercially reasonable provisions.
Appears in 1 contract
Subordination. Notwithstanding In consideration of the holders of Class C Indebtedness agreeing to make their respective Committed Junior Subordinated Loans available to the Borrower upon the terms and conditions of the Committed Junior Subordinated Loan Agreements and as a continuing security for the due and punctual payment of the Class C Indebtedness and the due and punctual performance and observance by the Borrower of all other obligations of the Borrower contained in the Committed Junior Subordinated Loan Agreements, the holders of Class D Indebtedness agree that throughout the continuance of this Deed and so long as the Class C Indebtedness or any part thereof remains owing:
(i) except as provided in Clause 3, the Class D Indebtedness owing to it:
(A) is, and shall remain, subordinated and the payment thereof deferred to all and any rights, claims and actions which the holders of Class C Indebtedness may now or hereafter have against the Borrower in respect of the Class C Indebtedness;
(B) shall not be repaid or repayable, in whole or in part, except with the prior written consent of the holders of Class C Indebtedness in the event of the winding-up, liquidation or dissolution of the Borrower (or any proceedings analogous thereto);
(C) may accrue interest, but such interest shall not be payable;
(D) is and shall remain unsecured by any Charge over the whole or any part of the assets of the Borrower; and
(E) is not, and shall not become capable of being, subject to any right of set-off or counterclaim;
(ii) except as provided in Clause 3, it shall not claim, request, demand, sue for, take or rece▇▇▇ (whether by set-off or in any other provision manner and whether from the Borrower or any other person) any money or other property in respect of the Contract Documents, and notwithstanding the provisions of Section 108.225 Class D Indebtedness or any part thereof;
(and iii) if any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits monies (including enforcement rights) Contractor and or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances proceeds of any kind (on the Property and otherwiseset-off or counterclaim) or other property are received directly or indirectly in favor respect of any Class D Indebtedness by or on behalf of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to it in breach of any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 Deed, it will hold the same upon trust to be applied first in or towards payment of Class C Indebtedness and second, as to any balance remaining after irrevocable and unconditional payment and discharge in full of the subordination described hereinClass C Indebtedness, in or towards payment of the Class D Indebtedness in accordance with the provisions of this Deed;
(iv) if any Charge is created as security for the Class D Indebtedness then, immediately on the creation thereof, the benefit of such Charge shall be assigned or transferred in favor of the holder of Class C Indebtedness as security for the Class C Indebtedness and any instrument or agreement evidencing such Charge shall be deposited with the holder of Class C indebtedness; and
(v) it shall require the Borrower to, and shall ensure that the Borrower shall pay to the holder of Class C Indebtedness or as the holder of Class C Indebtedness may direct any amounts which, if paid to such holder of Class D Indebtedness, would be subject to the trust mentioned in paragraph (biii) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseabove.
Appears in 1 contract
Sources: Junior Subordination Agreement (Aes China Generating Co LTD)
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any Tenant subordinates this Lease and all liens and lien rights and benefits (including enforcement rights) Contractor and or any of the other foregoing parties may or do have Tenant under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior this Lease to any and all liensmortgage, security interestsdeed of trust, mortgagesground lease or vendor's lien, deeds of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work or similar instrument which may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time be placed upon request by Owner the Premises (and all renewals, modifications, replacements and extensions of such encumbrances), and each such mortgage, deed of trust, ground lease or lien or other instrument shall be superior to and prior to this Lease, provided that, as long as Tenant is not in default hereunder beyond any of Owner’s Lenders: applicable cure period (a) written and recordable acknowledgments and restatements Tenant's occupancy of the provisions Premises shall not be disturbed by the termination of this Section 15.1 and any ground lease or the subordination described hereinforeclosure of any mortgage, and (b) such affidavitsthe foreclosure of a mortgage, certificatesthe termination of any ground lease, releasesthe institution of any suit, indemnitiesaction, waivers and instruments (and in form and content) as Owner’s summary or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’sother proceeding against the Landlord, or any successor to the Landlord, or any foreclosure brought by any mortgagee to recover possession of the Premises, shall not, by operation of law or otherwise, result in the cancellation or termination of the Lease and Tenant shall not be disturbed in its possession of the Premises for any reason other party’sthan as provided in this Lease. Notwithstanding the foregoing, failure the holder or beneficiary of such mortgage, deed of trust, ground lease, vendor's lien or similar instrument shall have the right to provide subordinate or cause to be subordinated any such mortgage, deed of trust, ground lease, vendor's lien or similar instrument to this Lease or to execute a non-disturbance agreement in favor of Tenant on the items required standard form utilized by such lender or ground lessor. At the request of Landlord, the holder of such mortgage or deed of trust or any ground lessor, Tenant shall execute, acknowledge and deliver promptly in recordable form any instrument or subordination agreement that Landlord or such holder may request, provided such instrument or subordination agreement is consistent with the terms of this Paragraph 4.24 (including clauses (a) and (b) hereinabove of the first sentence of this paragraph). 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 requestthe request of such purchaser or other successor, execute, deliver and acknowledge documents confirming such attornment. Notwithstanding anything herein to the contrary, in no event shall the lender or ground lessor which acquires the Premises as a purchaser at any foreclosure sale or otherwise be (i) bound by any payment of Base Rent or Additional Rent for more than one month in advance, (ii) bound by any amendment or modification of this Lease made without the consent of the lender or ground lessor, (iii) liable in any way to Tenant for any act or omission, neglect or default on the part of the Landlord under this Lease, (iv) obligated to perform any work or improvements to be done by Landlord in the Premises, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policiesv) insuring first priority of Lender Liens, including, without limitation, senior subject to any mechanics’ counterclaim or materialmen’s lien setoff which theretofore accrued to Tenant against Landlord. Tenant waives the provisions of any law or lien rightsregulation, shall constitute a material default and breach now or hereafter in effect, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant hereunder in the Contract Documents and failure of a condition precedent to event that any payment by Owner owed to Contractor under the Contract such foreclosure or otherwisetermination or other proceeding is prosecuted or completed.
Appears in 1 contract
Subordination. Notwithstanding Landlord covenants that there is no existing mortgage, deed of trust or other encumbrance encumbering the Project or any other provision portion thereof as of the Contract Documentsdate of this Lease. Landlord covenants that there is no existing ground lessor with respect to the Building and/or Project. This Lease shall be subject and subordinate to all present and future ground or underlying leases of the Building or Project and to the lien of any mortgage, trust deed or other encumbrances now or hereafter in force against the Building or Project or any part thereof, if any, and notwithstanding to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the provisions security of Section 108.225 (and any related Section) such mortgages or trust deeds, unless the holders of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, 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. Landlord’s delivery to Tenant of trust and other encumbrances of any kind (on the Property and otherwisecommercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessor, mortgage holders and lien holders of OwnerLandlord, and the holders of any other encumbrance to which Tenant’s Lenders leasehold estate may be subordinate (collectively, “Lender LiensLenders”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property which later come into existence at any time prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws Lease Term shall be in consideration of, and a condition precedent to, Tenant’s agreement to be bound by the terms and conditions of this Article 18. Tenant covenants and agrees in the event any proceedings are brought for the filing foreclosure of mechanics any such mortgage or deed in lieu thereof (or if any ground lease is terminated), to attorn, without any deductions or set-offs whatsoever, to the lienholder or purchaser or any successors thereto upon any such foreclosure sale or deed in lieu thereof (or to the ground lessor), if so requested to do so by such purchaser or lienholder or ground lessor, and materialmento recognize such purchaser or lienholder or ground lessor as the lessor under this Lease, provided such lienholder or purchaser or ground lessor shall agree to accept this Lease and not disturb Tenant’s liensoccupancy, so long as Tenant timely pays the rent and observes and performs the TCCs of this Lease to be observed and performed by Tenant. Contractor Landlord’s interest herein may be assigned as security at any time to any lienholder. Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon within ten (10) business days of request by Owner Landlord, 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 of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of such mortgages, trust deeds, ground leases or underlying leases. 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 15.1 Lease and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 obligations of the Contract Documents and failure Tenant hereunder in the event of a condition precedent to any payment by Owner owed to Contractor under the Contract foreclosure proceeding or otherwisesale.
Appears in 1 contract
Sources: Office Lease (SERVICE-NOW.COM)
Subordination. Notwithstanding Tenant accepts this Lease subject and subordinate to any mortgage(s), deed(s) of trust, ground lease(s) or other provision lien(s) now or subsequently arising upon the Premises, the Building or the Project, and to renewals, modifications, refinancings and extensions thereof (collectively referred to as a “Mortgage”); provided, that so long as no uncured Default exists under this Lease, Tenant’s possession and quiet enjoyment of the Contract Documents, Premises shall not be disturbed and notwithstanding this Lease shall not terminate in the provisions event of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances termination of any kind such ground or underlying lease, or the foreclosure of any such mortgage or deed of trust, to which this Lease has been subordinated pursuant to this Section. The party having the benefit of a Mortgage shall be referred to as a “Mortgagee”. This clause shall be self- operative, but upon request from a Mortgagee, Tenant shall, upon not less than twenty (20) days prior DocuSign Envelope ID: 7CCC5BBD-E005-4A99-BDC3-12BBFCE51E1A
1. Notwithstanding the foregoing, upon written request by Tenant, Landlord will use reasonable efforts to obtain a non- disturbance, subordination and attornment agreement from Landlord's then current Mortgagee on such Mortgagee's then current standard form of agreement. "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 responsible for any fee or review costs charged by the Mortgagee. Landlord's failure to obtain a non- disturbance, subordination and attornment agreement for Tenant shall have no effect on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, shall constitute obligations and liabilities of Landlord and Tenant or be considered to be a material default and breach of the Contract Documents and failure of a condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseLandlord hereunder.
Appears in 1 contract
Sources: Lease Agreement (eHealth, Inc.)
Subordination. Notwithstanding any other provision This Lease is subject and subordinate to all present and future ground or underlying leases of the Contract Documents, Property and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that lien of 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of to secure debt or trust and other encumbrances of any kind (on the Property and otherwise) deeds, now or hereafter in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded force against the Property or the Building, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof (collectively, “Mortgages”), and to all advances made or hereafter to be made upon the security of such Mortgages. In the event any proceedings are brought for the foreclosure of Owner’s assets any mortgage, deed to secure debt or trust deed, or if any ground or underlying lease is terminated, Tenant shall attorn to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be (the “Purchaser”), and before expiration recognize the Purchaser as the lessor under this Lease, which attornment shall be effective as of the date that the Purchaser acquires title to the Property, and provided that Purchaser assumes all the obligations of Landlord under this Lease; however, the Purchaser shall have the right to accept or reject such attornment upon written notice to Tenant and in no event shall such attornment be negated by a foreclosure. In no event shall Tenant have a right of offset against amounts due any Purchaser on account of any defaults by Landlord under this Lease that pre-date the time fixed under applicable laws the Purchaser becomes the lessor hereunder (other than those offset rights expressly permitted under, or expressly set forth in, this Lease, including Section 19.2 above), nor shall any Purchaser be liable for the filing any such defaults by Landlord (other than non-monetary defaults of mechanics and materialmen’s liensa continuing nature). Contractor Tenant shall, and Contractor shall cause every Subcontractor and Vendor at every tierwithin ten (10) Business Days of request by Landlord or the Purchaser (as applicable), and 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 other person performing services Mortgages or providing materials relating Tenant’s attornment to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: Purchaser (a) written and recordable acknowledgments and restatements of as applicable). Tenant waives the provisions of any current or future statute, rule or law that may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Section 15.1 Lease and the subordination described hereinobligations of Tenant hereunder in the event of any foreclosure proceeding or sale. Notwithstanding the provisions hereof, should any Mortgagee require that this Lease be prior rather than subordinate to its Mortgage, or require that Tenant attorn to any Purchaser, then in such event, this Lease shall become prior and superior to such Mortgage, or Tenant shall so attorn under the same conditions stated above, upon notice to that effect to Tenant from such Mortgagee. The aforesaid superiority of this Lease to any Mortgage shall be self-operative upon the giving of such notice and no further documentation other than such notice shall be required to effectuate such superiority or attornment. In the event Landlord or such Mortgagee desires confirmation of such superiority or attornment, Tenant shall, promptly upon request therefor by Landlord or such Mortgagee, and (b) without charge therefor, execute a document acknowledging such affidavitspriority or attornment obligation to the Mortgagee as Landlord in the event of foreclosure or deed in lieu thereof or termination of a ground lease. Notwithstanding anything herein to the contrary, certificates, releases, indemnities, waivers and instruments (and in form and content) as OwnerTenant’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liens, including, without limitation, senior subordination to any mechanics’ or materialmen’s lien or lien rights, shall constitute a material default and breach of the Contract Documents and failure future holder of a condition precedent Mortgage on the Project shall be subject to any payment by Owner owed to Contractor under the Contract or otherwise.and conditioned upon such future holder executing and delivering a subordination, non-disturbance and attornment agreement in a commercially reasonable form. Within sixty (60) days after execution of this Lease, Landlord shall provide Tenant with a subordination, non-disturbance and attornment agreement from its current Mortgagee in a form attached hereto as Exhibit K.
Appears in 1 contract
Subordination. Subject to Tenant’s receipt of a subordination, non-disturbance and attornment agreement(s) as set forth below in this Article 18, this Lease is subject and subordinate to all present and future ground or underlying leases of the portion of the Building or the Phase IV Real Property and to the lien of any mortgages or trust deeds, now or hereafter in force against the Building and/or the Phase IV Real Property, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Notwithstanding any other contrary provision of the Contract Documentsthis Article 18, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating a condition precedent to the Worksubordination of this Lease to any future mortgage, deed of trust, ground or underlying lease is that any Landlord shall obtain for the benefit of Tenant a commercially reasonable subordination, non-disturbance and all liens and lien rights and benefits attornment agreement from the mortgagee, beneficiary or lessor under such future instrument (including enforcement rights“Non-Disturbance Agreement”). Such commercially reasonable Non-Disturbance Agreement(s) Contractor and or any of the other foregoing parties may or do have under applicable law (includingshall include, without limitation, Nevada Revised Statutes Sections 108.221 the obligation of any such successor ground lessor, mortgage holder or lien holder “Lien Holder”) to 108.246)recognize Tenant’s abatement and offset rights expressly set forth in this Lease. Tenant covenants and agrees if any proceedings are brought for the foreclosure of any such mortgage, or if any ground or underlying lease is terminated, Tenant shall at all times be subordinate and junior attorn to the purchaser upon any such foreclosure sale, or to the lessor of such ground or underlying lease, as the case may be, if required to do so pursuant to any Non-Disturbance Agreement executed by Tenant pursuant to this Article 18, and all liensshall recognize such purchaser or lessor as the lessor under this Lease. Tenant shall, security interestswithin fifteen (15) business days after Tenant’s receipt of a written request therefor delivered by Landlord to Tenant pursuant to Section 26.18 below, execute such further commercially reasonable instruments or assurances as Landlord may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, trust deeds or ground leases. Concurrently with Tenant’s execution of this Lease, Tenant shall execute and deliver to Landlord, a subordination, non-disturbance and attornment agreement substantially in the form of Exhibit H attached hereto (the “Existing Lender SNDA”). Concurrently with Landlord’s execution of this Lease, Landlord shall (i) execute, and cause Aareal Capital Corporation (the “Existing Lender”) to execute, the Existing Lender SNDA, and (ii) deliver to Tenant the Existing Lender SNDA so executed by Landlord and the Existing Lender. Landlord represents and warrants to Tenant that as of the date of execution of this Lease, the Building and Building E and encumbered by a deed of trust in favor of Existing Lender, and there are no other deeds of trust and other encumbrances of any kind (on or ground leases encumbering the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be Building or is commenced or done on, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of the provisions of this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwise.Building E.
Appears in 1 contract
Sources: Office Lease (United Online Inc)
Subordination. Notwithstanding This Lease shall, at Landlord’s option, be subordinate to any other provision mortgage, deed of trust or ground lease that may exist or hereafter be placed upon the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the Work, that any and all liens and lien rights and benefits (including enforcement rights) Contractor and Premises or any of the other foregoing parties may or do have under applicable law (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate part thereof and junior to any and all liensadvances to be made thereunder and to the interest thereon and to all renewals, security interestsreplacements and extensions thereof, mortgagesprovided, deeds however, so long as Tenant performs its obligations under this Lease, no foreclosure of, deed given in lieu of trust and other encumbrances of any kind (on the Property and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)foreclosure of, notwithstanding that Work may be or is commenced or done onsale, and materials may be or are furnished to, no procedures taken under the Property prior encumbrance shall affect Tenant’s rights under this Lease and the holder of such encumbrance shall agree to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets recognize this Lease and before expiration all of the Tenant’s rights hereunder. Tenant shall upon written demand by Landlord execute such instruments as may reasonably be required at any time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time to subordinate the rights and interest of Tenant under this Lease to the lien of any such ground lease, mortgage or deed of trust, or, if requested by ▇▇▇▇▇▇▇▇, to subordinate any such ground lease, mortgage or deed of trust to the Lease, so long as such instrument includes reasonable non-disturbance protection; provided, however, that Tenant shall, in the event any proceedings are brought for the foreclosure of any such mortgage or deed of trust on termination of such ground lease, attorney to the purchaser upon request by Owner foreclosure sale or any sale under power of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of sale or the provisions of this Section 15.1 and the subordination described hereinlandlord under such ground lease, and (b) shall recognize such affidavitspurchaser or ground lessor as Landlord under this Lease, certificatesand so long as Tenant is not in default hereunder, releases, indemnities, waivers and instruments (and in form and content) as Ownerno such termination or foreclosure shall terminate this Lease or otherwise affect Tenant’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiserights hereunder.
Appears in 1 contract
Sources: Lease Agreement
Subordination. Notwithstanding any other provision of the Contract Documents, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating Subject to the Worklast sentence of this Section 25.1, that any this Lease is 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be and remain subject and subordinate to the lien of any Mortgage or Ground Lease now or hereafter in force against the Property, and junior to all advances made or hereafter to be made upon the security thereof, and Tenant shall execute and return to Landlord any customary and all liensreasonable documentation requested by Landlord in order to confirm the foregoing subordination (and reasonably acceptable to Tenant) within ten (10) business days after Landlord’s written request. In the event any proceedings are brought for foreclosure, security interests, mortgages, deeds or in the event of the exercise of the power of sale under any mortgage or deed of trust and other encumbrances made by the Landlord covering the Property, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of any kind (on the Property and otherwise) a deed in favor lieu of any of Owner’s Lenders (“Lender Liens”), notwithstanding that Work may be or is commenced or done onforeclosure, and materials may be recognize such purchaser or are furnished to, grantee as the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed Landlord under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating this Lease (subject to the Work to, sign terms and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any requirements of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of this Lease). Notwithstanding the provisions of this Section 15.1 and 25.1 to the contrary, the subordination described hereinof this Lease by Tenant to the lien of any Mortgage or Ground Lease now or hereafter in force against the Property, and (b) such affidavitsto all advances made or hereafter to be made upon the security thereof, certificatesshall be expressly subject to Tenant’s receipt of an SNDA from the mortgagee, releasesdeed of trust beneficiary, indemnitiesground lessor or underlying lessor thereunder, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority which SNDA substantially meets the requirements of Lender Liens). Contractor’sthis Lease, or any other party’sis otherwise reasonably accepted by Tenant, failure to provide the items required all as more fully set forth in clauses (a) and (b) hereinabove upon requestSection 25.2, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwisebelow.
Appears in 1 contract
Subordination. Notwithstanding This Lease shall be subordinate to the lien of any superior lease, mortgage, deed of trust, or any other provision of hypothecation or security now existing or hereafter placed upon the Contract DocumentsPremises, and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances of any kind (advances made on the Property security thereof and otherwise) in favor of any of Owner’s Lenders (“Lender Liens”)to all renewals, notwithstanding that Work may be or is commenced or done onmodifications, consolidations, replacements, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shallextensions thereof, and Contractor shall cause every Subcontractor and Vendor at every tierTenant hereby agrees, and any other person performing services or providing materials relating upon request by Landlord, to the Work to, sign execute and deliver to Owner Landlord and Owner’s Lenders its lender(s) a subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant prescribed by such lender(s) with respect to any such superior lease, mortgage, deed of trust, hypothecation, or security; provided, however, that no such instrument shall materially limit Tenant's rights or materially expand Tenant's obligations under this Lease. Such agreement shall be executed by Tenant within thirty (30) days after receipt of written request from Landlord. Landlord agrees to obtain a non- disturbance and attornment agreement from the holder of any mortgage given with respect to the Premises existing at the time of the execution of this Lease or the recording of a Memorandum Lease or at such other times as may be reasonably requested by Tenant.
16.3.1 It is a condition, however, of the subordination provisions of Section 16.3 above that Landlord shall procure from any such mortgagee an agreement in writing, which shall be delivered to time upon request Tenant, providing in substance that (i) so long as Tenant shall faithfully discharge the obligations on its part to be kept and performed under the terms of this Lease, Tenant's tenancy will not be disturbed nor this Lease affected by Owner any default or foreclosure under such mortgage, and that the mortgagee agrees that this Lease shall remain in full force and effect even though Default in and foreclosure under the mortgage may occur; and (ii) such mortgagee shall permit insurance proceeds or condemnation awards, as the case may be, to be used for any of Owner’s Lenders: (a) written restoration and recordable acknowledgments and restatements of repaid as required by the provisions of this Section 15.1 Lease as set forth in Sections 8 and 9. The word "mortgage" as used herein means (i) any lease of land only or of land and buildings in a sale-lease-back transaction involving all or any part of the subordination described hereinPremises, or (ii) any mortgage, deed of trust or other similar security instruments constituting a lien upon all or any part of the Premises, whether the same shall be in existence as of the date hereof or created hereafter, and (b) such affidavitsany modifications, certificatesextensions, releases, indemnities, waivers renewals and instruments (and in form and content) replacements thereof. "Mortgagee" as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide used herein means a party having the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 benefit of a condition precedent to any payment by Owner owed to Contractor under the Contract Mortgage, whether as lessor, mortgagee, trustee or otherwisenote- holder.
Appears in 1 contract
Sources: Assignment and Assumption of Lease (Aei Income & Growth Fund 25 LLC)
Subordination. Notwithstanding any other provision of the Contract Documents, This Lease shall be subject and notwithstanding the provisions of Section 108.225 (and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall subordinate at all times be subordinate to the lien of all mortgages and junior trust deeds in any amount or amounts whatsoever now or hereafter placed on or against the Premises or on or against Lessor's interest or estate therein, all without the necessity of having further instruments executed on the part of Lessee to any and all liens, security interests, mortgages, deeds effectuate such subordination; provided that in the event of trust and other encumbrances a foreclosure of any kind (on such mortgage or trust deed or any other action or proceeding for the Property and otherwise) in favor enforcement thereof, or of any sale thereunder, this Lease will not be barred, terminated, cut off or foreclosed nor will the rights and possession of Owner’s Lenders (“Lender Liens”)Lessee hereunder be disturbed if there shall exist no Event of Default with respect to the payment of rent or any other Event of Default hereunder. Lessee shall attorn to the purchaser at any such foreclosure, notwithstanding that Work sale or other action or proceeding or, if requested, enter into a new lease for the balance of the Term then remaining upon the same terms and provisions as are in this Lease contained. Lessee agrees to execute and deliver upon demand such further instruments evidencing such subordination of this Lease to the lien of any such mortgages or trust deeds as may be or is commenced or done onrequired by Lessor. Notwithstanding the foregoing, and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor Lessee shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon on request from Lessor execute and deliver any documents or instruments that may be required by Owner any lender to effectuate such subordination. If Lessee fails to execute and deliver any documents or instruments, Lessee irrevocably constitutes and appoints Lessor as Lessee's attorney in fact to execute and deliver such documents or instruments BROKERAGE FEES, COMMISSIONS: Lessee represents that Lessee was not shown the Premises by any of Owner’s Lenders: (a) written real estate broker or agent and recordable acknowledgments that Lessee has not otherwise engaged in, any activity which could form the basis for a claim for real estate commission, brokerage fee, finder's fee or other similar charge, in connection with this Lease. Lessee agrees to defend and restatements of hold harmless Lessor in the provisions of event a claim for a broker's fee is made in connection with this Section 15.1 and the subordination described herein, and (b) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon request, or Owner’s or Owner’s Lenders’ inability to obtain at any time endorsements to Owner’s Lenders’ title policies (or issuance of initial title policies) 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 condition precedent to any payment by Owner owed to Contractor under the Contract or otherwiseLease transaction.
Appears in 1 contract
Sources: Commercial Lease (Power2ship Inc)
Subordination. Notwithstanding any other provision of Landlord shall have the Contract Documents, right to cause this Lease to be and notwithstanding the provisions of Section 108.225 (remain subject and any related Section) of the Nevada Revised Statutes, Contractor agrees for itself and for every Subcontractor and Vendor and every other person performing any services or providing any materials relating to the 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 (including, without limitation, Nevada Revised Statutes Sections 108.221 to 108.246), shall at all times be subordinate and junior to any and all liens, security interests, mortgages, deeds of trust and other encumbrances ground leases, if any ("Encumbrances") that are now or may hereafter be executed covering the Premises, or any renewals, modifications, consolidations, replacements or extensions thereof, for the full amount of all advances made or to be made thereunder and without regard to the time or character of such advances, together with interest thereon and subject to all the terms and provisions thereof; provided only, that in the event of termination of any kind (on such ground lease or upon the Property and otherwise) in favor foreclosure of any such mortgage or deed of Owner’s Lenders trust, so long as Tenant is not in default, the holder thereof (“Lender Liens”"Holder") shall agree to recognize in writing, upon terms and conditions reasonably acceptable to Tenant ("Nondisturbance Agreement"), notwithstanding that Work may be or is commenced or done on, Tenant's rights under this Lease as long as Tenant shall pay the Rent and materials may be or are furnished to, the Property prior to any Lender Liens being imposed upon or recorded against the Property or any of Owner’s assets observe and before expiration of the time fixed under applicable laws for the filing of mechanics and materialmen’s liens. Contractor shall, and Contractor shall cause every Subcontractor and Vendor at every tier, and any other person performing services or providing materials relating to the Work to, sign and deliver to Owner and Owner’s Lenders from time to time upon request by Owner or any of Owner’s Lenders: (a) written and recordable acknowledgments and restatements of perform all the provisions of this Section 15.1 Lease to be observed and the subordination described herein, and performed by Tenant. Within ten (b10) such affidavits, certificates, releases, indemnities, waivers and instruments (and in form and content) as Owner’s or Owners Lenders’ title insurers shall require to allow such insurers to issue such title endorsements as Owner or Owner’s Lenders require (including insuring first priority of Lender Liens). Contractor’s, or any other party’s, failure to provide the items required in clauses (a) and (b) hereinabove upon business days after Landlord's written request, Tenant shall execute, acknowledge and deliver any and all reasonable documents required by Landlord or Owner’s or Owner’s Lenders’ inability the Holder to obtain at any time endorsements effectuate such subordination. If Tenant fails to Owner’s Lenders’ title policies (or issuance of initial title policies) insuring first priority of Lender Liensdo so, including, without limitation, senior to any mechanics’ or materialmen’s lien or lien rights, such failure shall constitute a material default Default by Tenant under this Lease. Notwithstanding anything to the contrary set forth in this Paragraph 31, Tenant hereby attorns and breach of the Contract Documents and failure of a condition precedent agrees to attorn to any payment by Owner owed person or entity purchasing or otherwise acquiring the Premises at any sale or other proceeding or pursuant to Contractor the exercise of any other rights, powers or remedies under such Encumbrance, provided only that if this Lease had been subordinate to such Encumbrance prior to such sale or proceeding, then on or before the Contract date of such sale or otherwiseproceeding, the holder of such Encumbrance shall have delivered to Tenant a Nondisturbance Agreement.
Appears in 1 contract