Common use of Subordination and Estoppel Certificate Clause in Contracts

Subordination and Estoppel Certificate. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage, provided the mortgagee executes a non-disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument reasonably necessary to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that, as to Tenant, this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's actual knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in default. Landlord represents that the Building is not encumbered by a mortgage as of the Effective Date. Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement from any future mortgagee of the Building within thirty (30) days after the recording of any future mortgage.

Subordination and Estoppel Certificate. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage, provided the mortgagee executes a non-disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument reasonably necessary to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that, as to Tenant, this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's actual knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in default. Landlord represents that the Building is not encumbered by a mortgage as of the Effective Date. Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement from any future mortgagee of the Building within thirty (30) days after the recording of any future mortgage.

Subordination and Estoppel Certificate. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building Leased Premises by so declaring in such mortgage, provided the mortgagee executes a non-disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten fifteen (1015) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument (reasonably approved by Tenant) which Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease and and/or an estoppel certificate in such form as Landlord may reasonably request and Tenant shall reasonably approve, certifying (i) that, as to Tenant, that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent Minimum Annual Rent and Additional Rent has been paid, (iii) that there are not, to Tenant's actual knowledge, any uncured defaults by Landlord under this Lease or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the this Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of any portion of the BuildingLeased Premises to whom such estoppel is addressed. Notwithstanding the foregoing, if the a mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, and provided that Tenant shall not be allowed to continue in default beyond any applicable notice and cure period provided for in this Lease, this Lease and Tenant's rights under this Lease shall be recognized by such mortgagee, Tenant's possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be disturbed, and this Lease shall remain in defaultfull force and effect. Landlord represents that the Building is not encumbered by a mortgage as of the Effective Date. Similarly, Landlord will use commercially cooperate with Tenant, including (without limitation) executing reasonable efforts to estoppels, waivers and consents reasonably approved by Landlord in connection with any debt financing Tenant may obtain a non-disturbance agreement from any future mortgagee of during the Building within thirty (30) days after the recording of any future mortgageLease Term.

Subordination and Estoppel Certificate. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage, provided the mortgagee executes a non-disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument reasonably necessary to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that, as to Tenant, that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's actual ’s knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding This Lease is and shall be expressly subject and subordinate at all times to the foregoing, if the mortgagee shall take lien of any present or future mortgage or deed of trust encumbering fee title to the Leased Premises through foreclosure Premises. If any such mortgage or deed in lieu of trust be foreclosed, upon request of the mortgagee or beneficiary (“Landlord’s Mortgagee”), as the case may be, Tenant will attorn to the purchaser at the foreclosure sale. The foregoing provisions are declared to be self-operative and no further instruments shall be required to effect such subordination and/or attornment; provided, however, that subordination of this Lease to any present or future mortgage or trust deed shall be conditioned upon the mortgagee, beneficiary, or purchaser at foreclosure, Tenant shall as the case may be allowed to continue in possession agreeing that Tenant’s occupancy of the Leased Premises as provided for in and other rights under this Lease shall not be disturbed by reason of the foreclosure of such mortgage or trust deed, as the case may be, so long as Tenant shall not be in default. Landlord represents that the Building is not encumbered in default under this Lease; and further provided that Tenant agrees upon request by a mortgage any such mortgagee, beneficiary, or purchaser at foreclosure, as of the Effective Date. Landlord will use commercially reasonable efforts case may be, to obtain a execute such non-disturbance, subordination and/or attornment instruments as may be reasonably required by such person to confirm such non-disturbance agreement from subordination and/or attornment. Any Landlord’s Mortgagee may elect, at any future mortgagee time, unilaterally, to make this Lease superior to its mortgage or other interest in the Leased Premises by so notifying Tenant in writing. Tenant shall not seek to enforce any remedy it may have for any default on the part of Landlord without first giving written notice by certified mail, return receipt requested, specifying the default in reasonable detail, to any Landlord’s Mortgagee whose address has been given to Tenant, and affording such Landlord’s Mortgagee a reasonable opportunity to perform Landlord’s obligations hereunder. If Landlord’s Mortgagee shall succeed to the interest of Landlord under this Lease, Landlord’s Mortgagee shall not be: (1) liable for any act or omission of any prior landlord (including Landlord); (2) bound by any rent or additional rent or advance rent which Tenant might have paid for more than the current month to any prior landlord (including Landlord), and all such rent shall remain due and owing, notwithstanding such advance payment; (3) bound by any security or advance rental deposit made by Tenant which is not delivered or paid over to Landlord’s Mortgagee and with respect to which Tenant shall look solely to Landlord for refund or reimbursement (provided, however, that Landlord shall be responsible for delivering any Security Deposit hereunder to Landlord’s Mortgagee at the time Landlord’s Mortgagee succeeds to Landlord’s interest hereunder); (4) bound by any termination, amendment or modification of this Lease made without Landlord’s Mortgagee’s consent and written approval, except for those terminations, amendments and modifications permitted to be made by Landlord without Landlord’s Mortgagee’s consent pursuant to the terms of the loan documents between Landlord and Landlord’s Mortgagee; (5) subject to the defenses which Tenant might have against any prior landlord (including Landlord); and (6) subject to the offsets which Tenant might have against any prior landlord (including Landlord) except for those offset rights which (A) are expressly provided in this Lease, (B) relate to periods of time following the acquisition of the Building within by Landlord’s Mortgagee, and (C) Tenant has provided written notice to Landlord’s Mortgagee and provided Landlord’s Mortgagee a reasonable opportunity (the duration of which shall not exceed thirty (30) days after Landlord’s Mortgagee takes possession of the recording Building) to cure the event giving rise to such offset event. Landlord’s Mortgagee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Building. Nothing in this Lease shall be construed to require Landlord’s Mortgagee to see to the application of the proceeds of any future mortgageloan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any loan.

Subordination and Estoppel Certificate. Landlord hereby represents that the Leased Premises are and will be as of the Lease Commencement Date, unencumbered. Landlord shall have the right to subordinate this Lease to the lien of any mortgage presently existing or hereafter placed upon the Building Leased Premises by so declaring in such mortgage, provided the such mortgagee executes gives Tenant a written non-disturbancedisturbance agreement. The subordination and non- disturbance agreement is to be signed by the mortgagee, attornment Tenant and subordination agreement Landlord in fonn reasonably acceptable to Tenantthe parties. Within ten (10) days following receipt of a written request from Landlordeither party, Tenant the parties shall execute and deliver to Landlordeach other, without cost, any instrument reasonably necessary to confirm the such subordination of this Lease and an non-disturbance agreement and estoppel certificate certificates in such a mutually acceptable form as Landlord may reasonably request certifying (i) that, as to Tenant, that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenantthe party's actual knowledge, any uncured defaults or specifying such defaults if any are claimed, (iv) the date of expiration of the current term, (v) the amount of the Minimum Annual Rent then payable and (ivvi) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord the parties and by any purchaser or mortgagee of the BuildingLeased Premises. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in default. Landlord represents that the Building is not encumbered by a mortgage as of the Effective Date. Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement from any future mortgagee of the Building within thirty (30) days after the recording of any future mortgage.

Subordination and Estoppel Certificate. Subject to the terms of this Section 12.02, Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage, provided the mortgagee executes a non-disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten (10) business days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument which Landlord deems reasonably necessary or desirable to confirm the subordination of this Lease and and/or an estoppel certificate in such form as Landlord may reasonably request certifying (i) that, as to Tenant, that this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's ’s actual knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such an estoppel certificate may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in defaultDefault. Landlord represents that there is currently no mortgage placed on the Building is not encumbered Building. Upon written request by Tenant and at Tenant’s sole cost and expense, in the event a mortgage as of is placed on the Effective Date. Building, Landlord will use commercially reasonable efforts to shall obtain a subordination, non-disturbance and attornment agreement from any future mortgagee of the Building within thirty (30) days after the recording of any future mortgagereasonably acceptable to Tenant, Landlord, and Landlord’s lender.

Subordination and Estoppel Certificate. Landlord shall have the right to subordinate this Lease to any mortgage presently existing or hereafter placed upon the Building by so declaring in such mortgage, provided the mortgagee executes a non-non- disturbance, attornment and subordination agreement reasonably acceptable to Tenant. Within ten (10) days following receipt of a written request from Landlord, Tenant shall execute and deliver to Landlord, without cost, any instrument reasonably necessary to confirm the subordination of this Lease and an estoppel certificate in such form as Landlord may reasonably request certifying (i) that, as to Tenant, this Lease is in full force and effect and unmodified or stating the nature of any modification, (ii) the date to which rent has been paid, (iii) that there are not, to Tenant's actual knowledge, any uncured defaults or specifying such defaults if any are claimed, and (iv) any other matters or state of facts reasonably required respecting the Lease, provided that such matters or state of facts are limited to Tenant's actual knowledge. Such estoppel may be relied upon by Landlord and by any purchaser or mortgagee of the Building. Notwithstanding the foregoing, if the mortgagee shall take title to the Leased Premises through foreclosure or deed in lieu of foreclosure, Tenant shall be allowed to continue in possession of the Leased Premises as provided for in this Lease so long as Tenant shall not be in default. Landlord represents that the Building is not encumbered by a mortgage as of the Effective Date. Landlord will use commercially reasonable efforts to obtain a non-disturbance agreement from any future mortgagee of the Building within thirty (30) days after the recording of any future mortgage.