Attornment

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On or about the Early Termination Date, Landlord shall tender an attornment letter, in substantially the form attached hereto as Exhibit A, to each of the Subtenants, pursuant to the terms and conditions of the Consents, establishing a direct contract between Landlord and each Subtenant on the terms and conditions of the applicable Sublease. Following such attornment, Landlord, as landlord, and each Subtenant, as tenant, may elect to modify or alter the legal relationship between Landlord and Subtenants. Except with respect to the Maintenance Claims as set forth in and limited by Section 5 below, Tenant hereby assigns the right to pursue any Claims (defined below) it may have against Subtenants arising from any acts or omissions of each Subtenant under the applicable Sublease to Landlord, and Landlord shall pursue such Claims solely and directly against such Subtenant, on a non-exclusive basis, such that either Landlord or Tenant may pursue such Claims against Subtenants; provided, however, Tenant agrees that it shall make commercially reasonable efforts to assist and cooperate with Landlord in the enforcement of the terms and conditions of the Subleases and Landlord shall promptly reimburse Tenant for any reasonable, actual,

Landlord acknowledges that, except for the Subtenants occupying the Premises pursuant to the Subleases, Tenant has vacated the Premises as of the Early Termination Date, and Tenant shall not be required to remove any Tenant Alterations, Leasehold Improvements, or Required Removables from the Premises in connection with Tenant’s surrender of the Premises pursuant to this Termination Agreement (including but not limited to any improvements constructed or installed by or for the Subtenants). On or about the Early Termination Date, Landlord shall tender an attornment letter to each Subtenant, as provided above.

Please be advised that effective as of December __, 2019, the Master Lease underlying your Sublease, by and between Landlord and Sublandlord, terminated. Pursuant to Section 8 of the Consent, Landlord has the right to require Subtenant to attorn to Landlord upon the terms and conditions of the Sublease for the remainder of the term of the Sublease. A copy of the Consent is attached hereto and incorporated herein by reference. Accordingly, please take notice that Landlord hereby exercises its option of attornment, Subtenant has agreed to attorn to Landlord as its landlord and such attornment is effective and self-operative without the execution of any further instruments, immediately upon Landlord’s exercise of such option.

On or about the Early Termination Date, Landlord shall tender an attornment letter, in substantially the form attached hereto as Exhibit A, to Subtenant, pursuant to the terms and conditions of the Consent, establishing a direct contract between Landlord and Subtenant on the terms and conditions of the Sublease. Following such attornment, Landlord, as landlord, and Subtenant, as tenant, may elect to modify or alter the legal relationship between Landlord and Subtenant. Except with respect to the Maintenance Claims as set forth in and limited by Section 5 below, Tenant hereby assigns the right to pursue any Claims (defined below) it may have against Subtenant arising from any acts or omissions of Subtenant under the Sublease to Landlord, and Landlord shall pursue such Claims solely and directly against Subtenant, on a nonexclusive basis, such that either Landlord or Tenant may pursue such Claims against Subtenant; provided, however, Tenant agrees that it shall make commercially reasonable efforts to assist and cooperate with Landlord in the enforcement of the terms and conditions of the Sublease and Landlord shall promptly reimburse Tenant for any reasonable, actual, out-of-pocket expenses reasonably approved by Landlord related thereto, following Tenant’s request for such reimbursement.

Landlord agrees that Tenant shall not be required to remove any Tenant Alterations, Leasehold Improvements, or Required Removables from the Premises in connection with Tenant’s surrender of the Premises pursuant to this Termination Agreement (including but not limited to any improvements constructed or installed by or for Subtenant). On or about the Early Termination Date, Landlord shall tender an attornment letter to Subtenant, as provided above.

(B)Landlord shall have the right to elect, upon written notice to Tenant and Subtenant, on, or before, or within five (5) days after, the date of termination of the term of the Lease with respect to the Sublease Space, and without any additional or further agreement of any kind on the part of the Tenant or Subtenant, to require Subtenant to attorn to Landlord and to continue the Sublease with the same force and effect as if Landlord, as lessor, and Subtenant, as lessee, had entered into a lease as of such effective date, for a term equal to the then unexpired term of the Sublease and containing the same provisions as those contained in the Sublease. In the event of such election by Landlord, (i) Subtenant agrees to so attorn to Landlord, and Landlord and Subtenant shall have the same rights, obligations, and remedies as Tenant and Subtenant had, respectively, under the Sublease prior to such effective date and the Sublease shall be deemed to be a direct lease between Landlord and Subtenant, except that in no event shall Landlord be (a) liable for any act or omission by Tenant, (b) subject to any counterclaims, offsets or defenses which Subtenant had or might have against Tenant, (c) bound by any rent or additional rent or other payment paid by Subtenant to Tenant in advance for a period in excess of thirty (30) days, (d) bound by any covenant to undertake or complete any work to the Sublease Space or any part thereof, (e) bound by any previous modifications of the Sublease made without Landlord’s prior written request, or (f) bound by any obligation to make any payment to Subtenant; (ii) Tenant shall deliver to Landlord any security deposit which Tenant is then holding under the Sublease; and (iii) Subtenant shall reimburse Landlord for any costs that may be incurred by Landlord in connection with such attornment, including, without limitation, reasonable legal fees and disbursements incurred in connection with any such attornment. The provisions of this Paragraph 7(B) shall apply notwithstanding that, as a matter of law, the Sublease shall terminate upon the expiration, termination or surrender of the Lease and shall be self-operative upon any such election by Landlord to require attornment. Subtenant, upon demand by Landlord, shall execute and deliver such instrument or instruments as Landlord may reasonably request to evidence and confirm the provisions of this Paragraph 7(B). If Landlord elects to exercise its option under this Paragraph 7(B), then the provisions of Paragraph 7(A) shall be of no force or effect.

(B)Neither the members, managers, partners, shareholders, directors, officers or principals, direct and indirect, of Landlord (such direct or indirect members, managers, partners, shareholders, directors, officers, or principals being referred to herein collectively as the “Parties”) shall be liable for the performance of the obligations of Landlord under this Consent, nor shall the Parties be liable for the performance of the obligations of Landlord under the Sublease pursuant to any attornment by Subtenant to Landlord. Tenant and Subtenant, as the case may be, shall look solely to Landlord to enforce the obligations of Landlord hereunder and thereunder and shall not seek any damages against any of the Parties. The liability of Landlord for the obligations of Landlord under this Consent and/or the Sublease pursuant to any attornment shall be limited to the interest of Landlord in the Building and the land on which the Building is constructed (the “Real Property”), and Tenant and Subtenant shall not look to any other property or assets of Landlord or the property or assets of any of the Parties in seeking either to enforce the obligations of Landlord under the Sublease pursuant to any such attornment or to satisfy a judgment for the failure to perform such obligations. If, subsequent to an attornment by Subtenant to Landlord, Landlord shall sell, convey, assign or transfer (or any subsequent landlord shall sell, convey, assign or transfer) its interest in the Building or the Real Property, as the case may be, Landlord shall be and hereby is entirely freed and relieved of all covenants and obligations of Landlord hereunder, and under the Sublease pursuant to any attornment, from and after the date of such sale, conveyance, assignment or transfer.

Attornment. If the Original Sublease or Atara’s right to possession thereunder terminates for any reason prior to expiration of the Atara Sublease, lntrexon agrees, at the written election of Landlord, to attorn to Landlord upon the then executory terms and conditions of the Atara Sublease for the remainder of the term of the Atara Sublease. In the event of any such election by Landlord, Landlord will not be (a) liable for any Rent paid by Intrexon to Atara more than one month in advance, or any security deposit paid by Intrexon to Atara, unless same has been transferred to Landlord by Atara; (b) liable for any act or omission of Atara under the Original Sublease, Atara Sublease or any other agreement between Atara and Intrexon or for any default of Atara under any such documents which occurred prior to the effective date of the attornment; (c) subject to any defenses or offsets that Intrexon may have against Atara which arose prior to the effective date of the attornment; (d) bound by any changes or modifications made to the Atara Sublease without the written consent of Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandord agreed would be transferred to Intrexon or which Atara agreed could be used by Intrexon during the term of the Atara Sublease, or (f) liable for the payment of any improvement allowance, or any other payment, credit, offset or amount due from Atara to Intrexon under the Atara Sublease. If Landlord does not elect to have Intrexon attorn to Landlord as described above, the Atara Sublease and all rights of Intrexon in the Sublet Premises shall terminate upon the date of termination of the Original Sublease or Atara’s right to possession thereunder. It is all parties’ expressed intent that, should the Original Sublease terminate for any reason whatsoever, including the voluntary surrender of same by Atara and the acceptance thereof by Landlord, then the Atara Sublease shall terminate. This provision is entered into with full knowledge of the case of Buttner v. Kasser (1912) 19 Cal.App. 755, and it is the parties’ express intent that the holding of Buttner and similar cases shall not apply to the Atara Sublease. The terms of this Section 9 supercede any contrary provisions in the Atara Sublease.

WHEREAS, in connection with the Termination Agreement, Overlandlord and Sublandlord entered into an Attornment Agreement dated as of June 9 2015 (the “Attornment Agreement”), pursuant to which the Original Sublease continued as a direct sublease between Overlandlord and Sublandlord and provides that, as of the Accessia Lease Termination Date, Overlandlord succeeded to Accessia’s interest in the Original Sublease, and Sublandlord attorned to Overlandlord as sublandlord under the Original Sublease upon the covenants, terms, and conditions set forth in the Attornment Agreement. Hereinafter, the Original Sublease (and the terms of the Accessia Lease incorporated therein by reference) shall be referred to herein in as the “Overlease” and is attached hereto as Exhibit C; and

In the event that a Successor Landlord acquires title to or the right to possession of the Mortgaged Property upon a Foreclosure Event or a Subsequent Sale, the Successor Landlord and Tenant hereby agree to recognize one another as landlord and tenant, respectively, under the Lease and to be bound to one another under all of the terms, covenants, and conditions of the Lease, Successor Landlord shall assume all of the obligations of Landlord under the Lease subject to the provisions of this Agreement and Tenant agrees to attorn to such Successor Landlord and to recognize such Successor Landlord as “landlord” under the Lease without any additional documentation to effect such attornment (provided, however, if applicable law shall require additional documentation at the time Lender exercises its remedies then Tenant shall execute such additional documents evidencing such attornment as may be required by applicable law). Accordingly, from and after such event, Successor Landlord and Tenant shall have the same remedies against each other for the breach of an agreement contained in the Lease as Tenant and Landlord had before Successor Landlord succeeded to the interest of Landlord; provided, however, that Successor Landlord shall not be:

(ii) Notwithstanding anything to the contrary in Section 8.1(a), Tenant may, upon written notice to, but without the requirement of consent by, Landlord, assign this Lease or sublease all or any portion of the Premises to a Permitted Transferee, so long as: (A) if an assignment (other than an assignment by law, such as a merger), the Permitted Transferee assumes this Lease pursuant to a document satisfactory to Landlord; (B) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (C) Tenant pays to Landlord all of Landlord’s reasonable third party expenses in connection with confirming that the assignment or sublease is permitted under this Section 8.1(b)(ii), including, without limitation, reasonable attorneys’ fees (but in any event not to exceed $2,500); (D) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or sublease or the proposed use by the assignee or subtenant, and (E) each of Landlord’s mortgagees has consented to such assignment or sublease if such mortgagee’s consent is required pursuant to the terms of the applicable financing documents for which there is a Subordination, Non-Disturbance and Attornment Agreement (in the event of a conflict between the applicable financing documents and a Subordination, Non-Disturbance and Attornment Agreement, the Subordination, Non-Disturbance and Attornment Agreement shall control).

(b) (i) Subject to Landlord’s recapture rights under Section 8.1(e), Landlord will not unreasonably withhold, condition or delay its consent to any assignment of this Lease or any sublease of all or any part of the Premises, so long as: (A) the assignment or sublease will not violate the terms of any Encumbrance; (B) the assignee’s or subtenant’s proposed use is permitted under the terms of this Lease; (C) the assignee or subtenant is qualified to do business in the Commonwealth of Massachusetts and has all applicable permits and licenses to do business from the Premises; (D) Tenant pays to Landlord all of Landlord’s reasonable third party expenses in connection with the review and approval of the assignment or sublease, including, without limitation, reasonable attorneys’ fees (but in any event not to exceed $5,000); (E) there does not then exist an Event of Default and no Event of Default will be created as a result of the proposed assignment or sublease or the proposed use by the assignee or subtenant; and (F) if a sublease, the proposed sublease prohibits any assignment of the sublease or any sub-sublease of any portion of the Premises without the prior written consent of Landlord, which consent shall be subject to the same conditions as apply to consents to assignments or subleases by Tenant under this Article VIII. If an assignment of the Lease or a sublease of all or any part of the Premises is subject to consent by Landlord’s mortgagee under the terms of the applicable financing documents for which there is a Subordination, Non-Disturbance and Attornment Agreement (in the event of a conflict between the applicable financing documents and a Subordination, Non-Disturbance and Attornment Agreement, the Subordination, Non-Disturbance and Attornment Agreement shall control), then Landlord will not be considered to be unreasonable in conditioning its consent to a proposed assignment or sublease on consent by Landlord’s mortgagee.

Liens in favor of the Parent (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent (or such Affiliate assignee or successor) and including, without limitation, obligations owing under (a) the Pipelines Agreement dated as of July 8, 2005 among the Borrower, the Parent, Navajo Refining Company, HEP Pipeline, HEP Logistics Holdings, Holly Logistics Services, and the General Partner, (b) the Pipelines and Tankage Agreement, dated as of February 29, 2008, by and among the Parent, Navajo Pipeline Co., L.P., Navajo Refining Company, L.L.C., Holly Refining & Marketing Company – Woods Cross LLC (successor by merger to Woods Cross Refining Company, L.L.C.), the Limited Partner, the Borrower, HEP Pipeline, L.L.C., and HEP Woods Cross, L.L.C., (c) the Amended and Restated Intermediate Pipelines Agreement dated as of June 1, 2009, by and among the Parent, Navajo Refining Company, L.L.C., the Limited Partner, the Borrower, HEP Pipeline, L.L.C., Lovington-Artesia, L.L.C., HEP Logistics Holdings, Holly Logistic Services and the General Partner, (d) the First Amended and Restated Pipelines, Tankage and Loading Rack Throughput Agreement (Tulsa East) dated effective as of March 31, 2010, by and between Holly Refining & Marketing – Tulsa LLC and Holly Energy Storage-Tulsa LLC, (e) the Loading Rack Throughput Agreement (Lovington) dated effective as of March 31, 2010, by and between the Navajo Refining Company, L.L.C. and Holly Energy Storage-Lovington LLC, (f) the Tankage, Loading Rack and Crude Oil Receiving Throughput Agreement (Cheyenne), dated effective as of November 1, 2011, by and among Frontier Refining LLC and Cheyenne Logistics LLC and (g) the Pipeline Delivery, Tankage and Loading Rack Throughput Agreement (El Dorado), dated effective as of November 1, 2011, by and among Frontier El Dorado Refining LLC and El Dorado Logistics LLC so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders than those in effect on the date hereof, including, without limitation, those contained in (i) the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and the Parent as of July 8, 2005, (ii) the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and the Parent as of February 29, 2008, (iii) the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and the Parent as of June 1, 2009, (iv) the Subordination, Non-Disturbance and Attornment Agreement (for Tulsa East) executed by the Administrative Agent and the Parent as of April 30, 2010, (v) the Subordination, Non-Disturbance and Attornment Agreement (for Lovington) executed by the Administrative Agent and the Parent as of April 30, 2010, (vi) the Subordination, Non-Disturbance and Attornment Agreement (for Cheyenne Logistics LLC) executed by the Administrative Agent and the Parent as of January 31, 2012 and (vii) the Subordination, Non-Disturbance and Attornment Agreement (for El Dorado Logistics LLC) executed by the Administrative Agent and the Parent as of January 31, 2012, in each case for the respective Pipelines and Terminal Agreement listed above.

(j) (i) existing on the Effective Date and listed on Schedule 6.01 attached hereto and (ii) any Liens in favor of the Parent (or any assignee or successor thereto that is an Affiliate of the Parent) securing certain obligations owing to the Parent (or such Affiliate assignee or successor) similar to those obligations owing under the Pipelines and Terminals Agreements so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders and similar to those contained in the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent and the Parent as of July 8, 2005, in each case, including any renewals or extensions thereof; provided that the property covered thereby is not increased and any renewal or extension of the obligations secured or benefitted thereby is permitted by Section 6.02; and

Liens in favor of Alon USA, LP (or any assignee or successor thereto) securing certain obligations under the Pipelines and Terminals Agreement dated as of February 28, 2005 between the Limited Partner and Alon USA, L.P. (“Alon”), pursuant to the Mortgage and Deed of Trust (with Security Agreement and Financing Statement) dated as of March 1, 2005 executed by HEP FTTR for the benefit of Alon, so long as such Liens are subordinated to the Liens on the same assets securing the Obligations on terms not less advantageous to the Administrative Agent and the Lenders than those in effect on the date hereof contained in the Subordination, Non-Disturbance and Attornment Agreement executed by the Administrative Agent, the Alon Administrative Agent (as defined therein) and Alon USA, LP as of March 1, 2005.

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