The following e-filed documents, listed by NYSCEF document number (Motion 001) 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 50, 51, 52, 53, 54, 55, 56, 57, 58, 59, 60, 61, 62, 63, 64, 65, 66, 67, 68, 69, 70, 71, 72, 73, 74, 75, 76, 78, 80, 81, 85, 86, 87, 88, 89, 92 were read on this motion to/for JUDGMENT — SUMMARY. The following e-filed documents, listed by NYSCEF document number (Motion 002) 77, 79, 82, 83 were read on this motion to/for JUDGMENT — SUMMARY. DECISION ORDER ON MOTION The remaining issues in this 2019 action are (1) plaintiff’s statutory right to redemption of the lease and (2) defendant’s demand for attorneys’ fees. This action concerns a ground lease (the Lease) of the premises and improvements located at 545 Madison Avenue in Manhattan (the Premises). Plaintiff Wells Fargo Bank, National Association, as trustee for the benefit of the registered holders of JPMBB Commercial Mortgage Securities Trust 2014-C18, Commercial Mortgage Pass-Through Certificates, Series 2014-C18, by its Special Servicer, LNR Partners, LLC, (Lender) is the commercial mortgage lender of a $30 million loan secured by a mortgage on the borrower’s interest, as tenant, under the Lease. (NYSCEF Doc. No. [NYSCEF] 2, Complaint, 11.) Defendant Joseph E. Marx Company, Inc. (Landlord) is the landlord under the Lease. (Id., 12.) Lender first seeks a declaration affirming its rights upon termination of the Lease, including Landlord’s obligation to provide a notice of termination under the Lease and, upon Lender’s request within 60 days of such notice, a new lease on the same terms. Lender also seeks a declaration regarding its separate statutory rights under Article 7 of the Real Property Actions and Proceedings Law to redeem the Lease. In motion 001, Landlord moves, pursuant to CPLR 3212, for summary judgment on its first and third counterclaims, declaring that Lender has no right to redeem the terminated leasehold interest pursuant to (1) section 10.5 of the Lease; and (2) RPAPL §763, based on the waiver by the former tenant of such a right of redemption. Lender cross-moves, pursuant to CPLR 3211 (a) (7) and 3211 (b), to dismiss Landlord’s third counterclaim and defenses asserted in the amended answer. In motion 002, Lender moves, pursuant to CPLR 3212, for summary judgment in its favor on its second cause of action for declaratory judgment, and declaring that Lender, as the mortgagee of the subject leasehold interest, is entitled to exercise the statutory right of redemption pursuant to RPAPL §763. For the reasons set forth below, Lender’s motion and cross motion are denied. Landlord’s motion is granted with respect to its RPAPL §763 counterclaim and is otherwise denied as moot. Background The Lease Landlord is the owner of the building located at the Premises. (NYSCEF 2, Complaint, 2.) On October 26, 2006, Landlord, as landlord, and New 545 Madison Avenue LLC (the original tenant), as tenant, entered into a ground lease of property located at the Premises, creating a leasehold estate in the parcel of land and improvements located thereon in favor of the original tenant, its successors and assigns. (Id, 15; see NYSCEF 44 Lease.) Pursuant to an Assignment and Assumption of Ground Lease, dated December 20, 2013, the original tenant assigned its right, title, and interest in and to the Lease to Thor 545 Madison LLC (Thor), and Thor accepted such assignment and agreed to pay and perform the original tenant’s covenants and obligations under the Lease. (Id., 16; see NYSCEF 74, Assignment and Assumption of Ground Lease, dated December 20, 2013.) Thor operated a 17-story building at the Premises consisting of commercial retail and office space. (NYSCEF 2, Complaint, 17; NYSCEF 29, Aff. Jagdish R. Shah 8.) The Loan and Loan Documents Barclays Bank PLC (the original lender) made a $30 million loan to Thor (the Loan) evidenced by an Amended and Restated Promissory Note dated December 20, 2013 (the Note). (NYSCEF 2, Complaint,
18-19; see NYSCEF 54, Note.) The Loan is secured by an Amended and Restated Leasehold Mortgage, Assignment of Leases and Rents and Security Agreement, dated December 20, 2013, granting a mortgage and security interest in Thor’s leasehold estate under the Lease (the Mortgage). (NYSCEF 2, Complaint, 20; see NYSCEF 55, Mortgage.) Under the Mortgage, Thor also assigned all of its interest in and to, all leases and rents derived from the Premises to the original lender, its successors, and assigns. (NYSCEF 2, Complaint, 20.) In connection with the Loan, Thor and the original lender entered into a Loan Agreement, dated December 20, 2013 (the Loan Agreement). (Id., 22; see NYSCEF 56, Loan Agreement.) To further secure repayment of the Note and Loan, Thor entered into several agreements. First, Thor executed and delivered to the original lender an Assignment of Leases and Rents, dated December 20, 2013 (the ALR), pursuant to which Thor absolutely and unconditionally assigned to the original lender, its successors, and assigns, all of Thor’s right, title, interest, and estates in and to all current and future leases and rents as provided therein. (NYSCEF 2, Complaint, 23; see NYSCEF 57, ARL.) Next, Thor, the original lender and Wells Fargo Bank, National Association entered into a Deposit Account Control Agreement (Hard Lockbox), dated December 20, 2013 (the Lockbox Account Agreement). (NYSCEF 2, Complaint, 24). Finally, Thor, the original lender and Thor Management Company LLC entered into a Cash Management Agreement, dated December 20, 2013 (the Cash Management Agreement). (Id., 25; see NYSCEF 58, Cash Management Agreement.) In February 2014, pursuant to an allonge, the original lender transferred its interest in the Loan, including in the Note and Mortgage, to Lender. (NYSCEF 2, Complaint,
