Common use of SUBORDINATION; ESTOPPEL CERTIFICATES Clause in Contracts

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 prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Purchaser’s consent; (vii) liable for the repayment of any Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant In consideration of the execution of this Lease by Landlord, Xxxxxx accepts this Lease as subject and subordinate to any recorded mortgages, deeds to secure debt, of conveyance and any deeds of trust, ground leases master leases, security interests or mortgages and other similar security instruments (eachall renewals, a “Mortgage”) modifications, extensions, consolidations and encumbrances presently existing replacements of the foregoing which might now or hereafter created constitute a lien upon the Building (or the land upon which it is situated) or improvements therein or thereon or upon the Premises or Building, and all to zoning ordinances and other encumbrances building and matters of public record applicable fire ordinances and governmental regulations relating to the Building use of the property. Although no instruments or Office Park act on the part of Tenant shall be necessary to effectuate such subordination, Tenant shall, nevertheless, for the purpose of confirmation at any time hereafter, on demand in the form(s) prescribed by Landlord, execute any instruments, estoppel certificates, release or other documents that may be requested or required by any purchaser or any part thereof presently existing holder of any superior interest for the purposes of subjecting and subordinating this Lease to such deed or hereafter createdconveyance or to the lien of any such deed of trust, including without limitationmaster lease, any reciprocal easement security interest, mortgage, or operating agreementssuperior interest. Tenant hereby appoints Landlord attorney-in-fact, ground or underlying leasesirrevocably, 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 and deliver any such documents as Landlord may request instrument or document for Tenant should Tenant fail or refuse to evidence such subordination do so within ten (10) days after of Landlord’s 's written request thereforfor such instrument or document. Any holder of a Mortgage (a “Mortgagee”) may elect that this Lease In the event the Building is sold or subjected to foreclosure proceedings, Tenant 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 attorn to the interest of purchaser and recognize same as Landlord under this Lease. In the event any proceedings are brought for foreclosure, thenor in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, 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 the purchaser at any 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 foreclosure or omission of Landlord (except to the extent grantee of a deed in lieu of foreclosure and recognize such act purchaser 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 prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by grantee as Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Purchaser’s consent; (vii) liable for the repayment of any Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease as subject and subordinate to the lien or security title of any recorded mortgagesmortgage, deeds deed to secure debt, deeds of trust, debt or ground leases and other similar security instruments (each, a “Mortgage”) and encumbrances lease presently existing or hereafter created upon the Premises or BuildingPremises, and to all other encumbrances existing recorded restrictions, covenants, easements and matters of public record applicable agreements with respect to the Building or Office Park 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 restrictionsthereof, and to all amendments, modifications and restatements thereof, and all replacements and substitutions therefor. The subordination created hereby is intended to be 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 and memorialize such subordination subordination. If Tenant fails to execute any such requested documentation within ten (10) days after Landlord’s 's request therefor. Any holder of a Mortgage (a “Mortgagee”) may elect that , Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the lien or security title of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall have priority over its Mortgagebe irrevocable. 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, mortgage or if deed to secure debt on the lessor under any ground lease succeeds to the interest of Landlord under this Lease, then, at the option of such transferee (“Purchaser”)Premises, Tenant shall be bound to the Purchaser transferee (sometimes hereinafter referred to as the "Purchaser"), at the option of the Purchaser, under the terms, covenants and conditions of this LeaseLease for the balance of the Term remaining, 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; providedany extensions or renewals, 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 with the same force and effect as a direct lease between such if the Purchaser were Landlord hereunder, and, if requested by the Purchaser, Tenant agrees to be bound 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 obligated hereunder to the extent Purchaser (including the mortgagee or grantee under any such act mortgage or omission continues beyond the date when such Purchaser succeeds deed to Landlord’s interest and Tenant gives notice of such act or omissionsecure debt); (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 prior as its landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Purchaser’s consent; (vii) liable for the repayment of any Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Section 13.1. Subject to the provisions of Section 13.4, the rights and interests of Tenant accepts under this Lease as subject any and all liens, rights and interests (whether cxxxxx or inchoate and including, without limitation, all mechanic’s and materialmen’s liens under applicable law) owed, claimed or held by Tenant in and to the Land and Improvements are and shall be in all respects subject, subordinate and inferior to any recorded mortgagesMortgage (and any other loan documents executed and/or delivered in connection with such Mortgage), deeds and to secure debtthe liens, deeds security interests and all other rights and interests created or to be created therein or thereby for the benefit of trustMortgagee, ground leases and securing the repayment of the debt secured by any such Mortgage, including, without limitation, those created under the Mortgage covering, amount other similar security instruments (eachthings, a “Mortgage”) the Land and encumbrances presently existing Improvements, and filed or hereafter created upon to be filed of record in the Premises or Buildingpublic records maintained for the recording of mortgages in the jurisdiction where each parcel of Land is located, and all other encumbrances and matters of public record applicable to the Building or Office Park or any part thereof presently existing or hereafter createdrenewals, including without limitationextensions, any reciprocal easement or operating agreementsincreases, ground or underlying leasessupplements, covenantsspreaders, conditions and restrictionsconsolidations, and to all amendments, modifications and restatements thereof, replacements thereof and to all replacements sums secured thereby and substitutions therefor. The subordination created hereby is self-operative advances made thereunder with the same force and no further instrument shall be required effect as if the Mortgage and the loan documents executed in connection therewith had been executed and delivered and the Mortgage recorded prior to effect such subordination the execution and delivery of this Lease. NeverthelessAt its option and in its sole discretion, Mortgagee may elect to give the rights and interest of Tenant and the Lease priority over the lien of the Mortgage. In the event of such election, the rights and interest of Tenant under the Lease automatically shall have the priority over the lien of the Mortgage and no additional consent or instrument shall be necessary or required. Tenant agrees to execute such documents as Landlord and deliver whatever instruments may request be reasonably requested by Mortgagee for the purposes of this Section 13.1, and in the event that Tenant fails to evidence such subordination within ten (10) days do so 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”)demand in writing, Tenant shall be bound does hereby make, constitute and irrevocably appoint Landlord as Tenant’s attorney-in-fact and in its name, place and stead so 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 prior landlord; (iv) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s interest; (v) bound by any obligation to perform any work or to make improvements to the Premises except for (A) repairs and maintenance required to be made by Landlord under this Lease, and (B) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (vi) bound by any modification, amendment or renewal of this Lease made without Purchaser’s consent; (vii) liable for the repayment of any Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viii) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligationdo.

SUBORDINATION; ESTOPPEL CERTIFICATES. (a) Tenant accepts this Lease as subject and subordinate to the lien or security title of any recorded mortgagesfirst mortgage, deeds first-in-priority deed to secure debt, deeds of trust, debt or ground leases and other similar security instruments (each, a “Mortgage”) and encumbrances lease presently existing or hereafter created upon the Premises or Building, and to all other encumbrances existing recorded restrictions, covenants, easements and matters of public record applicable agreements with respect to the Building or Office Park 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 restrictionsthereof, and to all amendments, modifications and restatements thereof, and all replacements and substitutions therefor. The subordination created hereby is intended to be 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 and memorialize such subordination subordination. If Tenant fails to execute any such requested documentation within ten (10) days after Landlord’s 's request therefor, Landlord is hereby irrevocably vested with full power and authority to subordinate Tenant's interest under this Lease in Tenant's name and on Tenant's behalf to the lien or security title of any mortgage, deed to secure debt or ground lease hereafter placed on the Premises or the Building, and to any future instrument amending, modifying, restating, replacing or substituting for any such existing recorded restrictions, covenants, easements and agreements. Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging and delivering any such instruments and certificates. Such power of attorney is coupled with an interest and shall be irrevocable. Any holder of a Mortgage (a “Mortgagee”) Mortgagee may elect that this Lease shall have priority over its Mortgagethe mortgage or deed to secure debt held by such Mortgagee and, upon notification to Tenant by such Mortgagee, this Lease shall be deemed to have priority over such mortgage or deed to secure debt, regardless of the date of this Lease. 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 Mortgagemortgage or deed to secure debt on the Premises or the Building, 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 transferee (sometimes hereinafter referred to as the "Purchaser"), at the option of the Purchaser, under the terms, covenants and conditions of this LeaseLease for the balance of the Term remaining, and any extensions or renewals, with the same force and effect as if the Purchaser were Landlord hereunder, and, if requested by the Purchaser, Tenant shall attorn to such Purchaser and agrees to be bound and obligated hereunder to the Purchaser (including the Mortgagee or grantee under any such mortgage or deed to secure debt and the lessor under any ground lease), 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 request: (i) evidencing such attornment; (ii) setting forth the terms and conditions of Tenant's tenancy; and (iii) containing such other terms and conditions as may be required by such Purchaser, provided such terms and conditions do not increase the Rent, materially increase Tenant's obligations, or materially and adversely affect Tenant's rights under this Lease. 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: (iA) 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 's interest and Tenant gives notice of such act or omission); (iiB) subject to any defense, claim, counterclaim, set-off or offsets which Tenant may have against Landlord; (iiiC) bound by any prepayment of more than one (1) month’s 's Rent to any prior landlord; (ivD) bound by any obligation to make any payment to Tenant which was required to be made prior to the time Purchaser succeeded to Landlord’s 's interest; (vE) bound by any obligation to perform any work or to make improvements to the Premises except for (Ax) repairs and maintenance required to be made by Landlord under this Lease, and (By) repairs to the Premises as a result of damage by fire or other casualty or a partial condemnation pursuant to the provisions of this Lease, but only to the extent that such repairs can reasonably be made from the net proceeds of any insurance or condemnation awards, respectively, actually made available to such Purchaser; (viF) bound by any modification, amendment or renewal of this Lease made without Purchaser’s 's consent; (viiG) liable for the repayment of any Security Deposit or surrender of any letter of credit, unless and until such Security Deposit actually is paid, or such letter of credit is actually delivered, to such Purchaser; or (viiiH) liable for the payment of any unfunded tenant improvement allowance, refurbishment allowance or similar obligation.