Common use of Subordination Estoppel Certificate Clause in Contracts

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this This Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust or mortgages now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part or any portion thereof (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver to Landlord within twenty (20) 10 days after written demand such further instrument evidencing such subordination and attornment agreement to attorn as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed Mortgage of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address Tenant has been furnished to Tenantgiven written notice, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Mortgagee as aforesaid and, if Landlord shall fail fails to cure such default, the Mortgagee shall have thirty (30) additional days within which the right to cure such default or within 45 days after Mortgagee’s receipt of such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such defaultdefault notice from Tenant. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then existing Event of Default under this LeaseDefault, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the The Mortgagee shall have thirty (30) additional days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there This Lease is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust or mortgages now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part Building or any portion thereof (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to must execute and deliver to Landlord within twenty (20) 10 business days after written demand such further instrument evidencing such subordination and attornment agreement to attorn as shall may be reasonably required by any Mortgagee. Upon written request, Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (an “SNDA”) with respect to this Lease from the holder of any Mortgage. Such SNDA to be on the standard form supplied by such holder, at no cost to Landlord. Tenant shall pay to Landlord for Landlord’s administrative and/or professional costs in connection with seeking such SNDA all of Landlord’s costs in reviewing and taking the proposed action, at a cost of no less than $1,500. If Landlord shall be is or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall must give notice thereof to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address Mortgage that Tenant has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlordgiven written notice. Tenant shall may not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If , and if Landlord shall fail fails to cure such default, the Mortgagee shall have thirty (30) additional days within which to may cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such defaultwithin 45 days after Mortgagee’s receipt of Tenant’s default notice. Notwithstanding the foregoing, any Any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by written notice in writing to Tenant, and thereupon in which case this Lease shall be is deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have has the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. Tenant must, within 10 business days after Landlord’s written request from time to time, execute and deliver to Landlord an estoppel certificate certifying to all reasonably requested information pertaining to this Lease.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this This Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this This Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, Building and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing; provided, however, as a condition to the extent that there is a such subordination, non-disturbanceTenant’s leasehold interest hereunder shall not be disturbed in the event of a foreclosure of any Mortgagee’s lien or transfer of title in the Premises, and attornment agreement executed Building and/or Project by a deed in lieu of foreclosure, provided Tenant and Mortgagee, is not currently in default under the terms Lease or has ever been in a monetary default in excess of $154,141.14 under the subordination, non-disturbance, and attornment agreement shall controlLease. Tenant further agrees to execute and deliver within twenty (20) 10 business days after demand such further instrument evidencing such subordination subordination, non-disturbance and attornment consistent with the terms of this Section 16 as shall be reasonably required by any Mortgagee. Mortgagee and in form and substance similar to the Subordination, Non-Disturbance and Attornment Agreement attached hereto as Exhibit G. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, Building and/or Project whose name and address of whom Tenant has been furnished to Tenantnotified in writing, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then-existing Event of Default under this LeaseDefault, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, subordination and non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) 20 days after demand request such further instrument in form reasonably approved by Tenant evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance, and attornment agreement from the current and any future Mortgagee on such Mortgagee’s then-current commercially reasonable form with reasonable modifications by Tenant upon Tenant’s written request and at Tenant’s cost. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the The Mortgagee shall have thirty (30) additional days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed during the Term by the Mortgagee so long as there is no then existing Event of Default under this LeaseDefault, this Lease shall be subordinate at all ​ ​ ​ times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) 10 days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the The Mortgagee shall have thirty (30) additional days from receipt of Tenant’s notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this This Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust or mortgages now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part or any portion thereof (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver to Landlord within twenty (20) 10 days after written demand such further instrument evidencing such subordination and attornment agreement to attorn as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed Mortgage of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address Tenant has been furnished to Tenantgiven written notice, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Mortgagee as aforesaid and, if Landlord shall fail fails to cure such default, the Mortgagee shall have thirty (30) additional days within which the right to cure such default or within 45 days after Mortgagee’s receipt of such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such defaultdefault notice from Tenant. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consentTenaxx’x xonsent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right This Lease and all rights of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give Lease are subject and subordinate to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon secured by a lien against the PremisesProperty, Buildingall increases, and/or Project whose name renewals, modifications, consolidations, replacements, and address has been furnished to Tenant, notice by overnight mail extensions of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right first lien mortgage or remedy as there may be because deed of any default by Landlord without having given such notice trust (collectively, a “Mortgage”) and all ground or underlying leases, restrictions, easements, and encumbrances recorded in the Real Property Records of Dallas County, Texas, to the Mortgageeextent they validly affect the Property, provided that with respect to any of the foregoing entered into after the date of this Lease, such mortgagee, lessee or other party under such instrument agrees to recognize and not to disturb this Lease in accordance with a reasonable Subordination, Non-Disturbance and Attornment Agreement (“SNDA”), so long as no Event of Default exists. If Landlord The foregoing subordination and non-disturbance shall fail to cure such defaultbe self-operative, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoinghowever, any Mortgagee may Tenant shall, upon demand at any time subordinate its mortgage or times, execute, acknowledge, and deliver to Landlord, or to Landlord’s mortgagee, any instruments that may be necessary or proper to more effectively effect or evidence this subordination to any Mortgage, subject to such mortgagee executing the non-disturbance provisions. In lieu of having the Mortgage superior to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee a mortgagee shall have the same rights right at any time to subordinate its Mortgage to this Lease. If any Mortgage against the Property is foreclosed, Tenant shall, upon request by the purchaser at the foreclosure sale attorn to the purchaser and recognize the purchaser as “Landlord” under this Lease and execute, acknowledge, and deliver to the purchaser an instrument in appropriate form acknowledging the attornment, provided such purchaser recognizes and does not disturb this Lease so long as no Event of Default exists. Tenant shall, from time to time, within 20 days after a request by Landlord, execute, acknowledge, and deliver to Landlord an estoppel certificate certifying that this Lease is unmodified (except as identified in the estoppel certificate) and in full force and effect, describing the dates to which Rent and other charges have been paid, representing that, to such party’s actual knowledge, there is no default (or stating the nature of the alleged default) and indicating other matters with respect to this Lease as though it had been executed prior that may reasonably be requested. Tenant shall, upon demand at any time or times, execute, acknowledge, and deliver to Landlord, or to Landlord’s first mortgagee, any instruments that may be necessary or proper to more effectively effect or evidence the subordination to any first mortgage or first deed of trust. Within a reasonable time following full execution of this Lease, Landlord shall deliver to Tenant an SNDA in form and delivery of the Mortgagesubstance reasonably acceptable to Landlord’s mortgagee.

Subordination Estoppel Certificate. (a) Provided that 17.1 Subject to Tenant’s right of possession 's receipt of the Premises Non-Disturbance Agreement (as hereinafter defined), the rights of Tenant hereunder are and shall not be disturbed by be, at the Mortgagee so long as there is no Event election of Default under this Leaseany mortgagee, this Lease shall be subject and subordinate at all times to the lien of any mortgages and deeds mortgage or mortgages, or the lien resulting from any other method of trust financing or refinancing, now or hereafter placed in force against the Premises (or any portion(s) thereof), and to all advances made or hereafter to be made upon the Premisessecurity thereof ("Superior Instruments"). Tenant agrees upon request of Landlord, Buildingfrom time to time, and/or Project and land to execute whatever documentation may be required to further effect the provisions of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordinationthis Section. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further agrees to execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage leasehold interest to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease any Overlandlord (as though it had been executed hereinafter defined) unless prior to the execution and delivery commencement of the MortgageLease term, Landlord at its sole cost and expense will provide Tenant with commercially reasonable non-disturbance agreements in favor of Tenant from all mortgagees, ground landlords and/or lien holders (collectively, "Overlandlords"). Landlord also agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any future Overlandlords in consideration of, and as a condition precedent to, Tenant's agreement to be bound by any subordination, attornment or other similar provisions of the Lease. In no event shall any subordination or attornment expand beyond those set forth in this Lease the rights and remedies available to any such Overlandlord, the rights and remedies available to such party as against Tenant (including the imposition of additional or larger cure rights for such parties) or impose any additional burdens or requirements on Tenant. Neither Tenant nor any party claiming by, through or under Tenant shall be named or joined as a party defendant in any action or proceeding which may be instituted by any such Overlandlord against Landlord to foreclose or enforce any interest or lien held by such Overlandlord.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee mortgagee or ground lessor of the Project (a “Superior Instrument Holder”) so long as there is no Event of Default under this the Lease, this Lease shall be subordinate at all times to the lien of any ground lease or mortgages and deeds of trust now or hereafter placed upon recorded against record title to the PremisesProject or any portion thereof (each, Building, and/or Project and land of which they are a part (a “MortgageSuperior Instrument”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control). Tenant further agrees to shall execute and deliver to Landlord within twenty (20) 10 days after written demand such further instrument evidencing such subordination and attornment agreement to attorn as shall be reasonably required by any Mortgagee. If Superior Interest Holder, confirming, among other things, that the party holding the Superior Instrument to which this Lease is subordinate shall (i) confirm Tenant’s setoff rights set forth in this Lease and (ii) recognize and preserve this Lease in the event of any foreclosure sale or possessory action (“SNDA”).If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant Tenant, at Landlord’s request, shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project Superior Instrument Holder whose name and address Tenant has been furnished to Tenantgiven written notice, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Superior Interest Holder as aforesaid and, if Landlord shall fail fails to cure such default, the Mortgagee Superior Interest Holder shall have thirty (30) additional days within which the right to cure such default within 45 days after Superior Interest Holder’s receipt of such default notice from Tenant or by such longer period earlier date as may be reasonably necessary to complete set forth in the cure provided Mortgagee is proceeding diligently to cure such defaultSNDA. Notwithstanding the foregoing, any Mortgagee Superior Interest Holder may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee Superior Interest Holder shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Landlord represents and warrants to Tenant that, as of the date of this Lease: (i) it is the fee simple owner of the Land; and (ii) there are no (a) superior leases, or (b) mortgages with respect to the Project, Premises, Building, Parking Garage, or the Land. Subject to Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default rights under this LeaseSection 16, and Landlord’s obligation to obtain a Subordination Agreement (defined below in this Section), this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument except a Subordination Agreement signed by the Mortgagee (as defined in this Section) or other act on the part of Tenant to effectuate such subordination. Notwithstanding Landlord agrees to obtain from the foregoingMortgagee, to the extent that there is a signed subordination, non-disturbance, disturbance and attornment agreement executed by in a form reasonably acceptable to Tenant and Mortgagee, the terms applicable Mortgagee (a “Subordination Agreement”) contemporaneously with and as a condition to Landlord’s execution of any such mortgage or ground lease entered into after the subordination, non-disturbance, and attornment agreement shall controlEffective Date of this Lease which Tenant agrees to execute within ten (10) business days of delivery by Landlord. Tenant further agrees to execute and deliver within twenty (20) 10 days after demand such further instrument Landlord’s request and presentation of a Subordination Agreement evidencing such subordination and attornment as shall be reasonably required by any the Mortgagee. If to Tenant’s actual knowledge Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or ground lease hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to TenantTenant in writing in the form of a notice in the manner provided for in Section 21 of this Lease, and is the Mortgagee at the time of such default, notice (“Tenant’s Default Notice”) by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such defaultdefault within the time period specified in Section 17(i) of this Lease, the Mortgagee shall have thirty (30) 30 additional days from the date of Tenant’s Default Notice within which to cure such default or such longer period as may be reasonably necessary to complete the cure (not to exceed 60 additional days), provided the Mortgagee has commenced and is proceeding diligently and in good faith to cure such defaultdefault including, but not limited to, commencement of foreclosure proceedings, if necessary to effect such cure. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there This Lease is no Event of Default under this Lease, this Lease and shall be subject and subordinate at all times to the lien lien, provisions, operation, and effect of any mortgages and or deeds of trust (“Mortgage”), ground leases, or other security instruments now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant further Tenaxx xxxther agrees to execute and deliver within twenty (20) 10 business days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee, provided such instrument is reasonably acceptable to Tenant and includes customary non-disturbance language. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project Mortgage whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s consentTenaxx’x xonsent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage. Upon Tenaxx’x xritten request, Landlord shall use commercially reasonable efforts to request that Landlord’s current Mortgagee deliver to Tenant for execution a non-disturbance agreement on such Mortgagee’s then-current form. All costs and expenses charged by Mortgagee to provide, draft, negotiate, and finalize such non-disturbance agreement shall be paid by Tenant within 10 days after Landlord gives to Tenant a reasonably detailed statement therefor, whether or not a non-disturbance agreement is actually agreed to and executed.

Subordination Estoppel Certificate. (a) Provided that Tenant’s right of possession of the Premises shall not be disturbed by the Mortgagee so long as there This Lease is no Event of Default under this Lease, this Lease and shall be subject and subordinate at all times to the lien lien, provisions, operation, and effect of any mortgages and or deeds of trust (“Mortgage”), ground leases, or other security instruments now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is a subordination, non-disturbance, and attornment agreement executed by Tenant and Mortgagee, the terms of the subordination, non-disturbance, and attornment agreement shall control. Tenant Xxxxxx further agrees to execute and deliver within twenty (20) 10 business days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee, provided such instrument is reasonably acceptable to Tenant and includes customary non- disturbance language. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project Mortgage whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) 45 additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without TenantXxxxxx’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution and delivery, and in that event the Mortgagee shall have the same rights with respect to this Lease as though it had been executed prior to the execution and delivery of the Mortgage.. Upon Xxxxxx’s written request, Landlord shall use commercially reasonable efforts to request that Landlord’s current Mortgagee deliver to Tenant for execution a non-disturbance agreement on such Mortgagee’s then-current form. All costs and expenses charged by Mortgagee to provide, draft, negotiate, and finalize such non-disturbance agreement shall be paid by Tenant within 10 days after Landlord gives to Tenant a reasonably detailed statement therefor, whether or not a non-disturbance agreement is actually agreed to and executed. (b) Tenant shall attorn to any foreclosing mortgagee, purchaser at a foreclosure sale or by power of sale, or purchaser by deed in lieu of foreclosure. If the holder of a superior mortgage shall succeed to the rights of Landlord, then at the request of such party so succeeding to Landlord’s rights (herein sometimes called successor landlord) and upon such successor landlord’s written agreement to accept Xxxxxx’s attornment, Tenant shall attorn to and recognize such successor landlord as Xxxxxx’s landlord under this Lease and shall promptly, without payment to Tenant of any consideration therefor, execute and deliver any instrument that such successor landlord may request to evidence such attornment, provided such instrument is reasonably acceptable to Tenant and includes customary non-disturbance language. Upon such attornment, this Lease shall continue in full force and effect as, or as if it were, a direct lease between the successor landlord and Tenant upon all of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment, except that the successor landlord shall not be bound by any modification of this Lease not approved by the successor landlord, or by any previous prepayment of more than one month’s rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the superior mortgage through or by reason of which the successor landlord shall have succeeded to the rights of Landlord. With respect to any assignment by Landlord of Landlord’s interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to any Mortgagee, Xxxxxx agrees that the execution thereof by Xxxxxxxx, and the acceptance thereof by the Mortgagee, shall never be deemed an assumption by such Mortgagee of any of the obligations of Landlord hereunder, unless such Mortgagee shall, by written notice sent to Tenant, specifically elect, or unless such Mortgagee shall foreclose the Mortgage and take possession of the Premises. Tenant, upon receipt of written notice from a Mortgagee that such Mortgagee is entitled to collect Rent hereunder may in good faith remit

Subordination Estoppel Certificate. (a) Provided Tenant agrees that Tenant’s right upon request of possession Landlord Tenant will execute and deliver all such instruments as may be appropriate to subordinate this Lease to any mortgages of the Premises securing notes or bonds issued by Landlord, provided that the mortgagee of the Premises shall not be disturbed by the Mortgagee so long as there is no Event of Default under this Lease, this Lease shall be subordinate at all times to the lien of any mortgages and deeds of trust now or hereafter placed upon the Premises, Building, and/or Project and land of which they are a part (a “Mortgage”) without the necessity of any further instrument or act on the part of provide Tenant to effectuate such subordination. Notwithstanding the foregoing, to the extent that there is with a subordination, non-disturbance, disturbance and attornment agreement executed by Tenant and Mortgagee, substantially in the terms of the subordination, non-disturbance, and attornment agreement shall controlform attached hereto as Exhibit SD. Tenant further agrees to execute and deliver within twenty (20) days after demand such further instrument evidencing such subordination and attornment as shall be reasonably required by any Mortgagee. If Landlord shall be or is alleged to be in default of any of its obligations owing to Tenant under this Lease, Tenant shall give Any mortgagee with respect to the holder (the “Mortgagee”) of any mortgage or deed of trust now or hereafter placed upon the Premises, Building, and/or Project whose name and address has been furnished to Tenant, notice by overnight mail of any such default that Tenant shall have served upon Landlord. Tenant shall not be entitled to exercise any right or remedy as there Premises may be because of any default by Landlord without having given such notice to the Mortgagee. If Landlord shall fail to cure such default, the Mortgagee shall have thirty (30) additional days within which to cure such default or such longer period as may be reasonably necessary to complete the cure provided Mortgagee is proceeding diligently to cure such default. Notwithstanding the foregoing, any Mortgagee may at any time subordinate its mortgage to this Lease, without Tenant’s 's consent, by notice in writing to Tenant, and thereupon . Thereupon this Lease shall be deemed prior in lien to such Mortgage mortgage without regard to their respective dates of execution and delivery, ; and in that event the Mortgagee such mortgagee shall have the same rights with respect to this Lease as though it had been executed and delivered prior to the execution and delivery of the Mortgagemortgage and had been assigned to such mortgagee. With respect to any future mortgagee of the Premises, Tenant agrees to execute promptly a subordination, attornment and non-disturbance agreement substantially in the form attached hereto as Exhibit SD. Tenant and Landlord each agree, within thirty (30) days after notice by the other, to execute, acknowledge and deliver to the other a statement in writing certifying that this Lease is unmodified and in full force and effect and that the issuing party, to the best of its knowledge, has no defenses, offsets or counterclaims against its obligations under the Lease including, with respect to Tenant, the obligation to pay the Fixed Rent and Additional Rent and any other charges and to perform its other covenants under this Lease (or, if there have been any modifications that the same is in full force and effect as modified and stating the modifications and, if there are any defenses, offsets or counterclaims, setting them forth in reasonable detail), the dates to which the Fixed Rent and Additional Rent and other charges have been paid and a statement that to the best of the issuing party's knowledge the other party is not in default hereunder (or if in default, the nature of such default, in reasonable detail). Any such statement delivered pursuant to this Section may be relied upon by any prospective subtenant, assignee, purchaser or mortgagee of the Premises, or any prospective assignee of any such mortgage.