C. To secure the Loan, Landlord and certain additional mortgagors named therein are concurrently herewith encumbering Landlords Premises and certain additional property as detailed therein by entering into that certain Mortgage, Assignment of Rents and Leases, Security Agreement, Fixture Filing and Financing Statement, dated as of October 20, 2017, in favor of Agent, as beneficiary, on behalf of Lenders (as amended, increased, renewed, extended, spread, consolidated, severed, restated, or otherwise changed from time to time, the Mortgage), and recorded on October 26, 2017, at Book 15273, Page 127, in the Official Records of Essex County, Massachusetts (the Official Records).
D. Pursuant to that certain Lease, dated as of June 25, 2004, as amended and affected by (i) that certain Commencement Letter, dated as of April 1, 2005, (ii) that certain First Amendment to Lease, dated as of September 28, 2004, (iii) that certain letter agreement dated as of April 19, 2005, (iv) that certain Second Amendment to Lease, dated as of November 29, 2005, (v) that certain Third Amendment to Lease, dated as of April 30, 2010, and (vii) that certain Omnibus Amendment #1 to Lease, dated as of December [ ], 2019 (as it may be amended from time to time in accordance with this Agreement, the Lease); Landlord, as successor by assignment to 30 Minuteman Park LLC, demised to Tenant a building located on Landlords Premises (Tenants Premises).
E. Tenant and Agent desire to agree upon the relative priorities of their interests in Landlords Premises and their rights and obligations if certain events occur.
NOW, THEREFORE, for good and sufficient consideration and intending to be legally bound hereby, Tenant and Agent agree:
1. Definitions. The following terms shall have the following meanings for purposes of this Agreement.
1.1 Civil Asset Forfeiture Reform Act means the Civil Asset Forfeiture Reform Act of 2000 (18 U.S.C. Sections 983 et seq.), as amended from time to time, and any successor statute.
1.2 Construction-Related Obligation(s) means any obligation of Landlord under the Lease to make, pay for, or reimburse Tenant for any alterations, demolition, or other improvements or work at Landlords Premises, including Tenants Premises. Construction-Related Obligations shall not include: (a) reconstruction or repair following fire, casualty or condemnation; or (b) day-to-day maintenance and repairs.
1.3 Controlled Substances Act means the Controlled Substances Act (21 U.S.C. Sections 801 et seq.), as amended from time to time, and any successor statute.
1.4 Foreclosure Event means: (a) foreclosure under the Mortgage, whether by judicial action or pursuant to nonjudicial proceedings; (b) any other exercise by Agent or any Lender of rights and remedies (whether under the Mortgage or under applicable law, including bankruptcy law) as holder of the Loan and/or the Mortgage, as a result of which any Successor Landlord becomes owner of Landlords Premises; or (c) delivery by Landlord to Agent (or its designee or nominee) of a deed or other conveyance of Landlords interest in Landlords Premises in lieu of any of the foregoing.
1.5 Former Landlord means Landlord and any other party that was landlord under the Lease at any time before the occurrence of any attornment under this Agreement.
1.6 Governmental Authority or Governmental Authorities means the government of the United States or any other nation, or of any political subdivision thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to government.