SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder provided that such party agrees not to disturb Tenant’s occupancy so long as Tenant timely pays the Rent and otherwise performs its obligations hereunder. Within 10 days after request by Landlord, Tenant shall execute such further instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.
SUBORDINATION; ESTOPPEL CERTIFICATES. This lease, and the rights of Tenant under this lease, are subject and subordinate in all respects to all present and future underlying leases of the Building, including all modifications, extensions and replacements thereof (“Superior Leases”) and all present and future mortgages on any Superior Lease or on the Building, including all modifications, extensions, supplements, consolidations and replacements thereof (“Mortgages”), and all advances under any Mortgage. This Section is self-operative and no further instrument of subordination is required. Tenant shall, within 15 days following receipt of Landlord’s request, sign, acknowledge and deliver any instrument that Landlord, any landlord under a Superior Lease (“Superior Landlord”) or any mortgagee under a Mortgage (“Mortgagee”) may request to evidence that subordination. If any act or omission of Landlord gives Tenant the right, immediately or after a period of time, to terminate this lease, or to claim a partial or total eviction, Tenant shall not exercise that right until (a) Tenant gives notice of the act or omission to each Mortgagee and Superior Landlord whose name and address has been provided to Tenant in writing, and (b) unless the act or omission is Landlord’s failure to substantially complete a repair within the time periods provided in Section 14.4, the period of time necessary for any Mortgagee or any Superior Landlord acting diligently to remedy the act or omission has elapsed following that notice, provided the Mortgagee or Superior Landlord, within a reasonable time, gives Tenant notice of its intention to remedy such act or omission. If any Mortgagee or any Superior Landlord (or a designee thereof) succeeds to the rights of Landlord under this lease, then at the request of the successor, Tenant shall attorn to the successor as Tenant’s landlord under this lease, and shall, within 15 days following Tenant’s receipt of a request, sign, acknowledge and deliver any instrument that the successor requests to evidence the attornment. Upon such attornment, this lease shall continue in full force and effect as a direct lease between the successor and Tenant on all of the terms of this lease, except that the successor shall not be (a) liable for any previous act or omission of Landlord under this lease, (b) subject to any offset, not expressly provided in this lease, (c) bound by any modification of this lease made after the date of the Mortgage or the Superior Lease in question, or by any prepay...
SUBORDINATION; ESTOPPEL CERTIFICATES. 17.1 This Lease shall be subject and subordinate to all existing and future ground or underlying leases, mortgages, trust deeds and other encumbrances against the Building or Project, all renewals, extensions, modifications, consolidations and replacements thereof (each, a “Security Agreement”), and all advances made upon the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “Security Holder”) requires in writing that this Lease be superior thereto. Upon any termination or foreclosure (or any delivery of a deed in lieu of foreclosure) of any Security Agreement, Tenant, upon request, shall attorn, without deduction or set-off, to the Security Holder or purchaser or any successor thereto and shall recognize such party as the lessor hereunder and agree to continue this Lease, without material modification, as a direct lease between Tenant, as tenant, and such party, as landlord, provided that such party agrees, subject to the terms of a non-disturbance agreement that satisfies clause (c) of the second sentence of Section 17.2 and is otherwise commercially reasonable, to recognize Tenant’s rights as tenant hereunder and continue this lease as a direct lease between such party, as landlord, and Tenant, as tenant. Within 10 days after Landlord’s request, Tenant shall execute such further commercially reasonable instruments as Landlord may reasonably deem necessary to evidence the subordination or superiority of this Lease to any Security Agreement. Tenant waives any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’s obligations hereunder upon a foreclosure. Within 10 business days after Landlord’s request, Tenant shall execute and deliver to Landlord a commercially reasonable estoppel certificate in favor of such parties as Landlord may reasonably designate, including current and prospective Security Holders and prospective purchasers.
SUBORDINATION; ESTOPPEL CERTIFICATES. Landlord represents and warrants to Tenant that, as of the date of this Lease neither the Premises nor the Building is encumbered by any mortgage, deed to secure debt or other security instrument. Tenant agrees that this Lease is and shall remain subject and subordinate to all future mortgages, deeds to secure debt or other security instruments, including all advances, amendments, modifications, renewals, consolidations and extensions thereof (the "SECURITY DEEDS") affecting the Building or the Premises; provided, however, that as a part of any such subordination, Landlord, Tenant and lender shall enter into a Subordination, Non-Disturbance and Attornment Agreement in substantially the form attached hereto as Exhibit "K", by this reference incorporated herein. In addition, Tenant shall, within ten (10) business days after written request, at any time and from time to time execute, acknowledge and deliver to Landlord a written statement addressed to Landlord, any mortgagee or assignee of Landlord's interest in, or purchaser of, the Building or any portion thereof, certifying as follows: (i) that this Lease is unmodified and in full force and effect (or if there has been modification thereof, that the same is in full force and effect as modified and stating the nature thereof); (ii) that to the best of its actual knowledge there are no uncured defaults on the part of Landlord (or if any such default exists, the specific nature and extent thereof); (iii) that to the best of its actual knowledge there are no defenses or offsets against the enforcement of the Lease (or stating those claimed by Tenant); (iv) the date to which any rents and other charges have been paid in advance, if any; and (v) such other matters as Landlord or such mortgagee, assignee or purchaser may reasonably request. Any such certificate or statement shall, at Landlord's request, be in recordable form and be recorded in the public records, and may be relied upon by Landlord, any mortgagee, proposed mortgagee, assignee, purchaser and any other party to whom such certificate or statement is addressed. Tenant's failure to execute such certificate or statement within ten (10) business days after a subsequent written request by Landlord shall constitute an immediate default by Tenant hereunder, without the requirement of any further notice, grace period or cure period. Notwithstanding the foregoing, in the event Landlord encumbers the Building and/or Premises with a mortgage or deed to secure d...
SUBORDINATION; ESTOPPEL CERTIFICATES. 21.01 This Lease is subject and subordinate to all ground leases, underlying leases, and mortgages, if any, now or hereafter made, which may now or hereafter affect the Project and to all renewals, modifications, consolidations, replacements and extensions of any such ground leases, underlying leases and mortgages. This clause shall be self-operative and no further instrument of subordination shall be necessary. Notwithstanding the foregoing, Landlord reserves the right to declare this Lease prior to the lien of any ground lease, underlying lease, or mortgage now or hereinafter placed upon the real property of which the Premises are a part by recording a written notice of such priority with the register of deeds. Tenant covenants and agrees to execute and deliver, within ten (10) days after requested by Landlord, such further instrument or instruments subordinating this Lease (or declaring the Lease prior and superior) to any lease or proposed lease or to the lien of any such mortgage or mortgages as shall reasonably be desired by Landlord, any lessor or proposed lessor, and any mortgagees or proposed mortgagees.
SUBORDINATION; ESTOPPEL CERTIFICATES. This Lease is subject and subordinate to all ground or underlying leases and to all mortgages which may now or hereafter affect the real property of which the leased premises form a part or Landlord’s leasehold interest therein, and to all renewals, modifications, consolidations, replacements and extensions. This clause shall be self-operative and no further instrument of subordination shall be required. In confirmation of such subordination, Tenant shall execute promptly any certificate that Landlord may request. Tenant hereby constitutes and appoints Landlord the Tenant’s attorney-in-fact to execute any such certificate or certificates for and on behalf of Tenant. Tenant shall, at any time and from time to time upon not less than ten (10) days prior written notice from Landlord, execute, acknowledge and deliver to Landlord a statement in form reasonably required by Landlord, (i) certifying that this Lease is unmodified and in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any; (ii) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any as are claimed; and (iii) any other certification reasonably required by any mortgagee, including agreements of no set-off and release of liability as to such mortgagee and its successors. Any such statement may be relied upon by any prospective purchaser or mortgagee of all or any portion of the real property of which the leased premises are a part. Tenant’s failure to deliver such statement within such time shall be conclusive upon Tenant (i) that this Lease is in full force and effect, without modification except as may be represented by Landlord, (ii) that there are no uncured defaults in Landlord’s performance, and (iii) that not more than one month’s rental has been paid in advance.
SUBORDINATION; ESTOPPEL CERTIFICATES. 16 SECTION 22.
SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease as subject and subordinate to any recorded mortgages, deeds to secure debt, deeds of trust, ground leases and other similar security instruments (each, a “Mortgage”) and encumbrances presently existing or hereafter created upon the Premises or Building, and all other encumbrances and matters of public record applicable to the Building or Office Park or any part thereof presently existing or hereafter created, including without limitation, any reciprocal easement or operating agreements, ground or underlying leases, covenants, conditions and restrictions, and to all amendments, modifications and restatements thereof, and all replacements and substitutions therefor. The subordination created hereby is self-operative and no further instrument shall be required to effect such subordination of this Lease. Nevertheless, Tenant agrees to execute such documents as Landlord may request to evidence such subordination within ten (10) days after Landlord’s request therefor. Any holder of a Mortgage (a “Mortgagee”) may elect that this Lease shall have priority over its Mortgage. If the interest of Landlord under this Lease shall be transferred by reason of exercise of a power of sale, foreclosure or other proceeding for enforcement of any Mortgage, or if the lessor under any ground lease succeeds to the interest of Landlord under this Lease, then, at the option of such transferee (“Purchaser”), Tenant shall be bound to the Purchaser under the terms, covenants and conditions of this Lease, and Tenant shall attorn to such Purchaser as its landlord under this Lease. The foregoing provisions are self-operative and require no further instruments to give effect thereto; provided, however, that Tenant shall promptly execute and deliver any instrument that such Purchaser may reasonably request evidencing such attornment. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between such Purchaser and Tenant upon all the terms, conditions and covenants set forth in this Lease, except that such Purchaser shall not be: (i) liable for any act or omission of Landlord (except to the extent such act or omission continues beyond the date when such Purchaser succeeds to Landlord’s interest and Tenant gives notice of such act or omission); (ii) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (iii) bound by any prepayment of more than one (1) month’s Rent to any prio...
SUBORDINATION; ESTOPPEL CERTIFICATES. (a) This Lease shall be subject and subordinate at all times to: (i) all ground leases or underlying leases that may now exist or hereafter be executed affecting the Property or any portion thereof; (ii) the lien of any mortgage, deed of trust or other security instrument that may now exist or hereafter be executed in any amount for which the Property or any portion thereof, any ground leases or underlying leases, or Landlord’s interest or estate therein is specified as security; and (iii) all modifications, renewals, supplements, consolidations and replacements thereof. The provisions of this Section shall be self-operative and no further instrument shall be required to effect the provisions of this Section.
SUBORDINATION; ESTOPPEL CERTIFICATES. 23.1 Tenant agrees that Landlord may choose to make this Lease subordinate or paramount to any mortgages, trust deeds, and ground or underlying leases now or hereafter affecting the Leased Premises and to any and all advances to be made thereunder or to be secured thereby, and to the interest and charges thereon, and all renewals, replacements and extensions thereof, provided the mortgagee, lessor, or trustee named in any such mortgages, trust deeds, or leases agrees to recognize the lease of Tenant in the event of foreclosure if Tenant is not in default. Tenant will execute promptly any instrument or certificate that Landlord may request to confirm such subordination, and hereby irrevocably appoints Landlord as Tenant's attorney-in-fact to execute such instrument or certificate on its behalf.
