Common use of SUBORDINATION AND ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION AND ESTOPPEL CERTIFICATES. This Lease and the right of Tenant shall, at all times, be subject and subordinate to any mortgage upon the Building Parcel being provided as security by Landlord, whether in being or hereafter created, without further evidence thereof. However, should any mortgagee require that this Lease be subordinated to the mortgage or evidence that this Lease is in effect and there are no set-offs, Tenant shall, within twenty (20) days, execute and deliver to Landlord a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees to execute, acknowledge and deliver to Landlord, or to the holder of any mortgage lien on the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying the facts stated therein which may include all or any part of the following information: (i) this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified (or if there has been a modification, that the Lease, as modified, is in full force and effect) and is in full force and effect; (ii) the dates to which the Base Rent, Common Area Charge and other charges hereunder have been paid, and the amount of any security deposit held by Landlord; (iii) the date that the Demised Premises were ready for occupancy and all conditions precedent to the Lease taking effect were satisfied or waived by Tenant; (iv) the date on which Tenant accepted possession and Tenant’s store is or will be open for business; (v) Tenant is occupying the Demised Premises; and (vi) Tenant knows of no default under this Lease by the Landlord and there is no offset which Tenant has against Landlord; provided that such facts are true and ascertainable.

SUBORDINATION AND ESTOPPEL CERTIFICATES. This At Landlord’s mortgagee’s option, (a) any mortgage or mortgages now or later placed on ▇▇▇▇▇▇▇▇’s interest in the Premises may be subordinated to this Lease and the right of Tenant shall, at all times, or (b) this Lease may be subject and subordinate subordinated to any mortgage upon or mortgages now or later placed on Landlord’s interest in the Building Parcel being Premises. The mortgagee’s option must be exercised by notice to Tenant. Tenant must execute and deliver, within 30 days after a request, any further instruments, in a form acceptable to the mortgagee, confirming subordination as requested by Landlord or Landlord’s mortgagee. In the event of foreclosure or any conveyance by deed in lieu of foreclosure, Tenant must attorn to ▇▇▇▇▇▇▇▇’s successor in interest, provided that the successor agrees in writing to recognize ▇▇▇▇▇▇’s rights under this Lease. Tenant must execute and deliver, within 30 days after a request, any further instruments, in a form acceptable to ▇▇▇▇▇▇▇▇’s successor in interest, attorning to the successor in interest and recognizing it as security Landlord under this Lease. Within 30 days after a demand by Landlord, whether in being or hereafter created, without further evidence thereof. However, should any mortgagee require that this Lease be subordinated to the mortgage or evidence that this Lease is in effect and there are no set-offs, Tenant shall, within twenty (20) days, ▇▇▇▇▇▇ must execute and deliver to Landlord an estoppel certificate, in a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees to execute, acknowledge and deliver form acceptable to Landlord, or to certifying a. the holder of any mortgage lien on Commencement Date; b. the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying the facts stated therein which may include all or any part of the following information: (i) Expiration Date; c. that this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified (and in full force and effect, or if there has been a modification, that the Lease, as modified, is in full force and effect) and effect as modified, stating the modifications; d. that the Lease is not in full force and effect; (ii) default, or a list of any defaults; e. that Tenant does not claim any rights of setoff, or a list of rights of setoff; f. the dates amount of Rent due as of the date of the certificate, or the date to which the Base Rent, Common Area Charge and other charges hereunder have Rent has been paid, and paid in advance; g. the amount of any security deposit held Security Deposit; and h. other matters reasonably requested by Landlord; (iii) ▇▇▇▇▇▇▇▇. Landlord and any prospective purchaser of the date Premises may rely on this certificate. It is within the contemplation of the parties that the Demised Premises were ready for occupancy and all conditions precedent to the Lease taking effect were satisfied or waived by Tenant; (iv) the date on which Tenant accepted possession and Tenant’s store is failure to provide the estoppel certificate could result in the loss of a prospective sale or will be open for business; (v) loan and that Tenant is occupying the Demised Premises; and (vi) Tenant knows of no default under this Lease by the Landlord and there is no offset which Tenant has against Landlord; provided that liable for all damages resulting from such facts are true and ascertainablea loss.

SUBORDINATION AND ESTOPPEL CERTIFICATES. This At Landlord’s mortgagee’s option, (a) any mortgage or mortgages now or later placed on ▇▇▇▇▇▇▇▇’s interest in the Premises may be subordinated to this Lease and the right of Tenant shall, at all times, or (b) this Lease may be subject and subordinate subordinated to any mortgage upon or mortgages now or later placed on Landlord’s interest in the Building Parcel being Premises. The mortgagee’s option must be exercised by notice to Tenant. Tenant must execute and deliver, within 30 days after a request, any further instruments, in a form acceptable to the mortgagee, confirming subordination as requested by Landlord or Landlord’s mortgagee. In the event of foreclosure or any conveyance by deed in lieu of foreclosure, Tenant must attorn to ▇▇▇▇▇▇▇▇’s successor in interest, provided that the successor agrees in writing to recognize ▇▇▇▇▇▇’s rights under this Lease. Tenant must execute and deliver, within 30 days after a request, any further instruments, in a form acceptable to ▇▇▇▇▇▇▇▇’s successor in interest, attorning to the successor in interest and recognizing it as security Landlord under this Lease. Within 30 days after a demand by Landlord, whether in being or hereafter created, without further evidence thereof. However, should any mortgagee require that this Lease be subordinated to the mortgage or evidence that this Lease is in effect and there are no set-offs, Tenant shall, within twenty (20) days, ▇▇▇▇▇▇ must execute and deliver to Landlord an estoppel certificate, in a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees to execute, acknowledge and deliver form acceptable to Landlord, or to certifying a. the holder of any mortgage lien on Commencement Date; b. the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying the facts stated therein which may include all or any part of the following information: (i) Expiration Date; c. that this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified (and in full force and effect, or if there has been a modification, that the Lease, as modified, is in full force and effect) and effect as modified, stating the modifications; d. that the Lease is not in full force and effect; (ii) default, or a list of any defaults; e. that ▇▇▇▇▇▇ does not claim any rights of setoff, or a list of rights of setoff; f. the dates amount of Rent due as of the date of the certificate, or the date to which the Base Rent, Common Area Charge and other charges hereunder have Rent has been paid, and paid in advance; g. the amount of any security deposit held Security Deposit; and h. other matters reasonably requested by Landlord; (iii) ▇▇▇▇▇▇▇▇. Landlord and any prospective purchaser of the date Premises may rely on this certificate. It is within the contemplation of the parties that ▇▇▇▇▇▇’s failure to provide the Demised Premises were ready for occupancy estoppel certificate could result in the loss of a prospective sale or loan and all conditions precedent to the Lease taking effect were satisfied or waived by Tenant; (iv) the date on which Tenant accepted possession and Tenant’s store is or will be open for business; (v) that Tenant is occupying the Demised Premises; and (vi) Tenant knows of no default under this Lease by the Landlord and there is no offset which Tenant has against Landlord; provided that liable for all damages resulting from such facts are true and ascertainablea loss.

SUBORDINATION AND ESTOPPEL CERTIFICATES. SECTION 18.1 This Lease and the right all rights of Tenant shall, at all times, be hereunder are subject and subordinate to all underlying leases now or hereafter in existence, and to any supplements, amendments, modifications, and extensions of such leases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any advances made on the security thereof, and to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such mortgages. This provision is declared by Landlord and Tenant to be self-operative and no further instrument shall be required to effect such subordination of this Lease. Upon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord's request, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf. In the event Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord's request, 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. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, which now or hereafter benefit or burden the Project. SECTION 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage upon or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building Parcel being provided as security by under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, whether without change in being the terms or hereafter createdother provisions of this Lease (or, in the case of a permitted sublease, without further evidence thereofchange in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. HoweverThis agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, should trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment as long as Tenant is not in default hereunder, Tenant's possession of the Premises under this Lease shall not be disturbed. SECTION 18.3 Tenant shall, from time to time, within ten (10) days after request from Landlord, or from any mortgagee require that this Lease be subordinated or lessor of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to the mortgage or evidence extent true, that this Lease is in full force and effect and there are no set-offs, Tenant shall, within twenty (20) days, execute and deliver to Landlord a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees to execute, acknowledge and deliver to Landlord, or to the holder of any mortgage lien on the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying the facts stated therein which may include all or any part of the following information: (i) this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified (or or, if there has have been a modificationmodifications, that the Lease, as modified, same is in full force and effect) effect as modified and is in stating the modifications); that the Term has commenced and the full force and effectamount of the Rent then accruing hereunder; (ii) the dates to which the Base RentRent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, Common Area Charge if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges hereunder have been paiddue or to become due hereunder; that, and the amount of any security deposit held by Landlord; (iii) the date that the Demised Premises were ready for occupancy and all conditions precedent to the Lease taking effect were satisfied or waived by knowledge of Tenant; (iv) the date on which Tenant accepted possession and Tenant’s store , Landlord is or will be open for business; (v) Tenant is occupying the Demised Premises; and (vi) Tenant knows of no not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. SECTION 18.4 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease by the Landlord and there is no offset which unless (a) Tenant has against Landlord; provided that given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such facts are true and ascertainablemortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. 25.1 This Lease and the right of Tenant shall, at all times, shall be subject and subordinate to any mortgage upon and all encumbrances now of record or recorded after the Building Parcel being provided as security by Landlord, whether in being or hereafter created, without further evidence thereof. However, should any mortgagee require that date of this Lease affecting the Premises, the Building, Common Area, other improvements, and land on which they are a part, and to any and all advances made on the security thereof, and to all renewals, modifications, replacements, and extensions. Tenant shall from time to time on request from Landlord execute, acknowledge, and deliver any documents or instruments that may be subordinated required by a lender, or otherwise convenient, to effectuate or acknowledge any subordination. In the event any proceedings are brought for foreclosure or in the event of the exercise of the power of sale under any mortgage, deed of trust, or other encumbrance covering the Premises, Tenant shall attorn to the mortgage or evidence that this Lease is purchaser as landlord, subject to and in effect accordance with the provisions of the Subordination, Non-Disturbance and there are no set-offsAttornment Agreement as provided in Attachment C, attached hereto. If Tenant shall, within twenty (20) days, execute and deliver to Landlord a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees fails to execute, acknowledge acknowledge, and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute, acknowledge, and deliver any such documents and instruments. 25.2 Landlord’s interest in this Lease, the Premises, and the Building shall not be subordinant to any encumbrances resulting from any act of Tenant, and nothing in this Lease shall be construed to require such subordination by Landlord. Tenant is not authorized to place or allow to be placed any lien, mortgage, deed of trust, or to the holder encumbrance of any mortgage lien on the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying the facts stated therein which may include kind upon all or any part of the following information: Premises and/or the Building or Tenant’s leasehold interest in the Premises, and any such purported transaction shall be void. Furthermore, any such purported transaction shall be deemed a tortious interference with Landlord’s relationship with Tenant and Landlord’s fee ownership of the Premises and/or the Building. 25.3 Tenant shall, at any time and from time to time, without cost or charge to Landlord, upon not less than ten (i10) business days’ prior written request by Landlord, execute, acknowledge, and deliver to Landlord a statement in writing certifying that this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified and in full force and effect (or if there has have been a modificationmodifications, that the Lease, as modified, is same are in full force and effecteffect as modified and stating the modification) and is in full force and effect; (ii) and, if so, the dates to which the Base Rent, Common Area Charge fixed Rent and any other charges hereunder have been paidpaid in advance, and stating the amount Commencement Date, number of any security deposit held by Landlord; (iii) options to extend the date that the Demised Premises were ready for occupancy Term and all conditions precedent such other statements of fact pertinent to the terms and conditions of this Lease taking effect were satisfied as Landlord may reasonably request, it being intended that any such statement delivered pursuant to this Section 25.3 may be relied upon by any prospective purchaser, encumbrancer, mortgagee, or waived lender (including assignees) of the Premises. The form of Estoppel Certificate is provided in Attachment B, attached hereto. Landlord shall, at any time and from time to time, without cost or charge to Tenant, upon not less than ten (10) business days’ prior written request by Tenant; (iv) the date on which , execute, acknowledge, and deliver to Tenant accepted possession and Tenant’s store is or will be open for business; (v) Tenant is occupying the Demised Premises; and (vi) Tenant knows of no default under this Lease by the Landlord and there is no offset which Tenant has against Landlord; provided that such facts are true and ascertainablea similar statement.