SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically subject and subordinate to any and all mortgages, ground leases and other instruments in the nature of a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor. B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder. C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 2 contracts
SUBORDINATION AND ESTOPPEL. A. This 18.1 Tenant accepts this Lease shall be automatically subject and subordinate to any mortgage, deed of trust, or other lien presently existing or hereafter placed upon the Leased Premises, and all mortgages, ground leases to any renewals and other instruments in extensions thereof; but Tenant agrees that any such mortgagee shall have the nature of a mortgage or ground lease now or right at any time hereafter a to subordinate such mortgage, deed of trust or other lien to this Lease on the Property without requiring such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Landlord is hereby irrevocably vested with full power and authority, if it so elects at any writing by Tenant. Tenant shalltime, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of subordinate this Lease to mortgagesany mortgage, ground leases deed of trust, or other lien hereafter placed upon the Leased Premises. Tenant agrees, upon demand to execute such further instruments in subordinating this Lease as Landlord may reasonably request, to evidence such subordination. In the nature thereof. Should event that Tenant should fail to execute, acknowledge and deliver execute any such instruments within ten (10) days after Landlord’s written requestinstrument promptly as reasonably requested, Tenant hereby appoints irrevocably constitutes Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any execute such instrument for in Tenant’s name, place and on behalf stead. Upon the written request of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person or party succeeding to the interest of Landlord upon any foreclosure under this Lease, Tenant shall automatically become the tenant of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that and attorn to such successor in interest does not disturb without any change in any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status terms of this Lease. Failure In the event the Leased Premises is encumbered by any mortgage, deed of trust, or other lien, Tenant shall have the right to timely sign request that Landlord use reasonable efforts to obtain a non-disturbance agreement on said xxxx xxxxxx’x standard form.
18.2 Landlord and complete Tenant shall promptly execute and deliver to each other within twenty (20) days of request, a certificate stating:
A. Whether or not the required estoppel shallLease is in full force.
B. Whether or not the Lease has been modified or amended in any respect, at Landlordand submit such copies of such modifications or amendments, if any.
C. Whether or not there are any existing defaults under the Lease as far as the party executed the certificate knows and specifying the nature of such defaults, if any.
D. Such other information to the responding party’s election, knowledge as may be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithreasonably requested.
Appears in 2 contracts
Samples: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Holdings LLC)
SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically subject subordinate to any mortgage heretofore or hereafter placed upon the Building and/or the Building Project and subordinate any renewal, modification, replacement or extension of such mortgage, and to any and all mortgagesadvances made or to be made thereunder, ground leases Further, if requested by Lessor or any existing or prospective mortgagee of the Building and/or Building Project, Lessee agrees to execute a Subordination and Attornment Agreement. Any such mortgage to which this Lease shall be subordinated may contain such other instruments in the nature of a mortgage terms, provisions and conditions as such mortgagee deems usual or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenantcustomary. Tenant shall, when requested, promptly (but not later than ten (10) days after request) Lessee agrees to execute and deliver such written any instruments as may be necessary or reasonable to implement the provisions of this Article, including any reasonable, non material modification to this Lease requested by Landlord to confirm any existing or prospective mortgagee of the subordination of this Lease to mortgages, ground leases Building and/or the Building Project. Lessee hereby irrevocably appoints Lessor and any successor or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and assign or Lessor as its successors and assigns, as Tenant’s irrevocable attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to execute, acknowledge execute and deliver any such instrument of subordination for and on behalf of Tenant. With respect Lessee and its permitted successors and assigns.
B. Lessee shall, from time to mortgages time, upon request, execute and deliver to the party requesting the same (i) an “Estoppel Letter”, so-called, in form satisfactory to such party stating, if true, that this Lease is in full force and effect and that no defaults exist hereunder on the part of Lessor and stating the current status of rent paid to Lessor and security deposits held by Lessor, and any other instruments reasonable information relating to the Lease, (ii) a copy of every notice of default delivered by Lessee to Lessor at the same time and in the nature thereof executed after manner as to Lessor, and/or (iii) and agreement acknowledging an assignment of this Lease and consenting to the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy payment of the Premises rent in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderassignment.
C. Within ten (10) days after request by LandlordFor the purposes hereof, Tenant will promptly complete and sign an estoppel certificate in the term “mortgage” shall include real estate mortgages, deeds of trust, security agreements, ground leases, or any other form requested by Landlord to confirm of indenture affecting the status Building or the Building Project; the term “mortgagee” shall mean the holder of this Lease. Failure any mortgage, security agreement or indenture or any existing or future ground lessor, trustee of Tenant to timely sign and complete the required estoppel shalla deed, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithor trust.
Appears in 2 contracts
Samples: Lease Agreement (Sancilio Pharmaceuticals Company, Inc.), Lease Agreement (Sancilio Pharmaceuticals Company, Inc.)
SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically is subject and subordinate in all respects to all mortgages which may now or hereafter be placed on or affect the real property of which the Premises are a part, or Landlord’s interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions therefor. This Section XXIV shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXIV, Tenant agrees that any such mortgagee shall have the right at any time to subordinate any such mortgages or other instruments of security to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any time, before or after the institution of any proceedings for the foreclosure of any such mortgages or other instruments of security, or sale of the Building pursuant to any such mortgages or other instruments of security (which agreement shall survive any such foreclosure sale), to attorn to such mortgagee or such purchaser upon any such sale and to recognize such purchaser as Landlord under this Lease, provided that Tenant’s possession shall not be disturbed except under the provisions of this Lease, and further agrees to execute any and all mortgages, ground leases and other instruments in the nature of documents as such mortgagee may require to confirm such attornment within a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenantreasonable time. Tenant shall, when requestedfrom time to time, promptly (but not later than within ten (10) business days after request) execute and deliver request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgagespurchaser, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written requesta subordination, Tenant hereby appoints Landlord non-disturbance and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments attornment agreement in the nature thereof executed after form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifying, to the Term Commencement Dateextent true, that this Lease is in full force and effect and unmodified (or, if there have been modifications, that the foregoing subordination same is expressly conditioned upon in full force and effect as modified and stating the modifications); that the term has commenced and the full amount of the Rent and Additional Rent then accruing thereunder; the dates to which the Rent and Additional Rent has been paid; that Tenant reserving the right to continued occupancy has accepted possession of the Premises in accordance with and that any improvements required by the terms provisions of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination to be made by Landlord have been completed to the satisfaction of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees Tenant; the amount, if any, that Tenant will recognize has paid to Landlord as its landlord 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 shall attorn is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date of such SNDA and/or Estoppel Certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or Additional Rent due or to any person succeeding become due hereunder; that, to the interest knowledge of Tenant, Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed is not then in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by any successor of Landlord, any mortgagees of Landlord to confirm or any prospective purchaser or mortgagee of the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithBuilding.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Faro Technologies Inc)
SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically subject subordinate to any mortgage heretofore or hereafter placed upon the Building and/or the Building Project and subordinate any renewal, modification, replacement or extension of such mortgage, and to any and all mortgagesadvances made or to be made thereunder. Further, ground leases if requested by Lessor or any existing or prospective mortgagee of the Building and/or Building Project, Lessee agrees to execute a Subordination and Attornment Agreement. Any such mortgage to which this Lease shall be subordinated may contain such other instruments in the nature of a mortgage terms, provisions and conditions as such mortgagee deems usual or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenantcustomary. Tenant shall, when requested, promptly (but not later than ten (10) days after request) Lessee agrees to execute and deliver such written any instruments as may be necessary or reasonable to implement the provisions of this Article, including any reasonable, non-material modification to this Lease requested by Landlord to confirm any existing or prospective mortgagee of the subordination Building and/or the Building Project. Lessee hereby irrevocable appoints Lessor and any successor or assign of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and Lessor as its successors and assigns, as Tenant’s irrevocable attorney-in-fact (which appointment is coupled with an interest and is irrevocable) to execute, acknowledge execute and deliver any such instrument of subordination for and on behalf of Tenant. With respect Lessee and its permitted successors and assigns.
B. Lessee shall, from time to mortgages time, upon request, execute and deliver to the party requesting the same (i) an “Estoppel Letter”, so-called, in form satisfactory to such party stating, if true, that this Lease is in full force and effect and that no defaults exist hereunder on the part of Lessor and stating the current status of rent paid to Lessor and security deposits held by Lessor, and any other instruments reasonable information relating to the Lease, (ii) a copy of every notice of default delivered by Lessee to Lessor at the same time and in the nature thereof executed after manner as to Lessor, and/or (iii) and agreement acknowledging an assignment of this Lease and consenting to the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy payment of the Premises rent in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderassignment.
C. Within ten (10) days after request by LandlordFor the purposes hereof, Tenant will promptly complete and sign an estoppel certificate in the term “mortgage” shall include real estate mortgages, deeds of trust, security agreements, ground leases, or any other form requested by Landlord to confirm of indenture affecting the status Building or the Building Project; the term “mortgagee” shall mean the holder of this Lease. Failure any mortgage, security agreement or indenture or any existing or future ground lessor, trustee of Tenant to timely sign and complete the required estoppel shalla deed, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithor trust.
Appears in 2 contracts
Samples: Lease Agreement (Sancilio Pharmaceuticals Company, Inc.), Lease Agreement (Sancilio Pharmaceuticals Company, Inc.)
SUBORDINATION AND ESTOPPEL. A. 17.1. This Lease shall be automatically and all rights of Tenant hereunder are subject and subordinate at all times to all ground or underlying leases heretofore or hereafter made by Landlord (collectively, “Superior Leases”) and to all first mortgages which may now or hereafter affect Somerset Corporate Center and/or the Building of which the Premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. In confirmation of such subordination, Tenant shall execute promptly any and all mortgagesreasonable instrument that Landlord may request, ground leases and provided that Landlord shall obtain a non-disturbance agreement from any mortgagee or the lessor under any Superior Leases as provided in this Article 17. Landlord shall obtain from any mortgagee of Landlord, a non disturbance agreement in substantially the form of Exhibit G attached hereto or in such other instruments form as may be reasonably required by such mortgagee, which shall provide that possession or the rights of Tenant shall not be disturbed in the nature event of the foreclosure of any such mortgage arising out of any default thereunder or by the delivery of a deed in lieu of foreclosure of such mortgage so long as Tenant shall not be in default, uncured, pursuant to the terms and conditions of this Lease. Tenant further agrees at the option of the holder of any such mortgage to attorn to the holder of any such mortgage following the foreclosure of such mortgage of the granting of a deed in lieu thereof. Notwithstanding any provision of this Section 17.1 to the contrary, upon notice to Tenant by a Mortgagee, this Lease shall become superior, in whole or ground lease now in part, to the lien of any mortgage held on the property by said Mortgagee. Landlord shall obtain from each current mortgagee of the Property and any lessor under any Superior Leases a non-disturbance agreement in substantially the form attached hereto as Exhibit G or such other form as may be reasonably required by such mortgagee, within thirty (30) days of the execution of this Lease Agreement, and Tenant shall promptly execute such agreement.
17.2. Tenant shall at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord from time to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments time within ten (10) days after Landlord’s of receipt of written requestrequest therefor, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver to Landlord an estoppel certificate, in form attached hereto as Exhibit E or, at Landlord’s option, such other form as is satisfactory to Landlord, certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which Base Rent and Additional Rent have been paid in advance, if any, (iii) whether any such instrument for and on behalf of Tenant. With respect options granted to mortgages and other instruments in Tenant pursuant to the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms provisions of this Lease for so long as Tenant is have been exercised, (iv) whether or not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest best knowledge of the signer, Landlord upon any foreclosure is in default in performance of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant its obligations under this Lease, so long and if so, specifying each such default of which Tenant may have knowledge, (v) whether Tenant has received notice that it is in default in performance of any of its obligations under this Lease, and if so, specifying each such default, and (vi) as Tenant is not in Default hereunder.
C. Within ten (10) days after request to any other matters reasonably requested by Landlord, Tenant will promptly complete and sign an estoppel it being intended that any such certificate in form requested delivered pursuant to this Section 17.2 may be relied upon by Landlord to confirm the status a prospective purchaser of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be interest or a Default mortgagee of Landlord’s interest or assignee of any mortgage under this Lease and, Landlord’s interest in all events, the office complex or any other party which Landlord shall then be authorized wishes to sign the receive said estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithcertificate.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Aptalis Holdings Inc.)
SUBORDINATION AND ESTOPPEL. A. This 8.1 Tenant agrees that this Lease shall be automatically is subject and subordinate to any and all mortgages, ground or underlying leases and other instruments in to the nature lien of a mortgage any mortgages or ground lease deeds of trust now on or which at any time hereafter in the future that may be made a lien on upon the Property without requiring any writing by TenantReal Property, and to all advances made or hereafter to be made upon the security thereof. This subordination provision shall be self-operative and no further instrument of subordination shall be required, provided, however, that Tenant shall, when requested, promptly (but not later than ten (10) days after request) agrees to execute and deliver within five (5) business days, upon request, such written further instrument or instruments confirming this subordination as shall be desired by Landlord or by any mortgagee or proposed mortgagee of the Real Property; and Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such instrument or instruments. Tenant further agrees that at the option of the holder of any mortgage or of the trustee under any deed of trust securing the Real Property, this Lease may be requested made superior to said mortgage or deed of trust by the insertion therein of a declaration that this Lease is superior. Landlord shall make its best efforts to confirm procure from any future Mortgagee, a Non-Disturbance Agreement which shall comprise the subordination Mortgagee's recognition of Tenant's peaceful possession of the subject premises pursuant to the terms of this Lease, so long as the Tenant is not in default under the Lease provisions.
8.2 Tenant agrees at any time and from time to mortgagestime upon not less than five (5) business days' prior written request by Landlord, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints to Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments a statement in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of writing certifying that this Lease for so long is unmodified and in full force and effect (or, if there have been modifications, that the same are in full force and effect as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure modified) and stating the modifications, that there are no offsets, defenses, defaults, or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord counterclaims under this Lease or against Landlord, the dates to which the Basic Rent and shall attorn Additional Rent have been paid in advance, if any, it being intended that any such statement delivered pursuant to any person succeeding to the this paragraph 8.2 may be relied upon by a prospective purchaser of Landlord's interest or a mortgagee of Landlord upon any foreclosure Landlord's interest or assignee of any mortgage upon Landlord's interest in the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderReal Property.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 2 contracts
Samples: Lease Agreement (Radvision LTD), Lease Agreement (Radvision LTD)
SUBORDINATION AND ESTOPPEL. A. This 8.1 Tenant agrees that this Lease shall be automatically is subject and subordinate to any and all mortgages, ground or underlying leases and other instruments in to the nature lien of a mortgage any mortgages or ground lease deeds of trust now on or which at any time hereafter in the future may be made a lien on upon the Property without requiring any writing by TenantReal Property, and to all advances made or hereafter to be made upon the security thereof. This subordination provision shall be self-operative and no further instrument of subordination shall required; provided, however, that Tenant shall, when requested, promptly (but not later than ten (10) days after request) agrees to execute and deliver within two (2) business days, upon request, such written further instrument or instruments confirming this subordination as shall be desired by Landlord or by any mortgagee or proposed mortgagee of the Real Property; and Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to execute any such instrument or instruments. Tenant further agrees that at the option of the holder of any mortgage or of the trustee under any deed of trust securing the Real Property, this Lease may be requested made superior to said mortgage or deed of trust by Landlord to confirm the subordination insertion therein of a declaration that this Lease is superior.
8.2 Tenant agrees, at any time and from time to mortgagestime upon not less than five (5) days' prior written request by Landlord, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints to Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments a statement in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of writing certifying that this Lease for so long is unmodified and in full force and effect (or, it there have been modifications, that the same are in full force and effect as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure modified) and stating the modifications, that there are no offsets, defenses, defaults or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord counterclaims under this Lease or against Landlord, the dates to which the Basic Rent and shall attorn Additional Rent have been paid in advance, if any, it being intended that any such statement delivered pursuant to any person succeeding to the this Paragraph 8.2 may be relied upon by a prospective purchaser of Landlord's interest or a mortgagee of Landlord upon any foreclosure Landlord's interest or assignee of any mortgage upon Landlord's interest in the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderReal Property.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
Samples: Lease Agreement (All Tech Investment Group Inc /De/)
SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically subject and subordinate to any ground lease, mortgage, deed of trust, easement, or restriction of record hereafter executed of any property which includes the whole or any part of the Premises if the holder thereof shall by notice advise TENANT that an entry under the mortgage or deed of trust or an exercise of the easement or restriction will not disturb TENANT'S right to possession under this Lease; and all mortgages, ground leases in case of such notice TENANT shall upon demand recognize and other instruments in acorn to the nature mortgagee or trustee claiming under an entry or foreclosure as entitled to enforce the obligations of TENANT thereafter arising hereunder. Any holder of a mortgage or ground lease now or deed of trust of property which includes the Premises may at any time hereafter subordinate the mortgage or deed of trust to this Lease, without TENANT'S consent, by notice to TENANT and thereupon this Lease shall be deemed prior in lien to such mortgage or deed of trust without regard to their respective dates of execution, delivery and record; and in that event such holder 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 mortgage of deed of trust and had been assigned therein to such mortgagee or trustee. This section is supplementary to and not in derogation of any rights such a lien on the Property without requiring any writing by Tenantholder may otherwise have. Tenant shallTENANT agrees from time to time, when requestedreasonable needed for delivery to a prospective real estate purchaser (which term shall include a prospective ground lessee) or mortgagee or mortgage assignee upon not less than fifteen days prior request by OWNER, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten to OWNER a statement in writing certifying: (10a) days after Landlord’s written requestthat this Lease is unamended (or, Tenant hereby appoints Landlord if there have been any amendments stating the amendments); (b) that it is then in full force and its successors effect if that be the fact; (c) the last rent rates and assignsservice charges determined and the dates to which paid; and (d) any defenses, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge offsets and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in counterclaims which TENANT at the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy time of the Premises in accordance with exection of the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as statement, has against TENANT'S obligation to pay rent and to perform its landlord other obligations under this Lease and shall attorn or that there are none, if that be the fact. Any such statement delivered pursuant to any person succeeding to the interest of Landlord this section may be relied upon any foreclosure of any mortgage upon the Property by such prospective purchaser, mortgagee or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderassignee.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
Samples: Office Lease (Call Points Inc)
SUBORDINATION AND ESTOPPEL. A. Lessee has been informed and understands that Lessor is the Lessee under a lease of the land and entire building of which the premises form a part (hereinafter called the "Master Lease"). This Lease lease is and shall be automatically subject [ILLEGIBLE] and subordinate to any the Master Lease and all mortgages, other ground or underlying leases and other instruments in the nature of a mortgage or ground lease to all mortgages which may now or at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver affect such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature real property of which the premises form a part, and renewals, modifications, consolidations, replacements and extensions thereof. Should Tenant fail to executeThis Article shall be self-operative and no further instrument of subordination shall be necessary. In confirmation of such subordination, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant Lessee shall execute promptly any certificate that Lessor may require. Lessee hereby appoints Landlord and its successors and assigns, Lessor as Tenant’s Lessee's irrevocable attorney-in-fact to execute, acknowledge and deliver execute any such instrument for and document of subordination on behalf of TenantLessee. With respect to mortgages and In the event that the Master Lease or any other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination ground or underlying lease is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding terminated or any mortgage foreclosed, this lease shall not terminate or be terminated by Lessee unless Lessee was specifically named in any termination, foreclosure judgment or final order. In the event that the Master Lease or any other ground or underlying lease is terminated as aforesaid, or if the interests of Lessor under this lease are transferred by reason of or assigned in lieu of foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure other proceedings for enforcement of any mortgage upon or if the Property or upon the execution holder of any deed mortgage acquires a lease in lieu substitution therefor then the Lessee will, at the option to be exercised in writing by the lessor under the Master Lease or such purchaser, assignee or lessee, as the case may be, (i) attorn to it and will perform for its benefit all the terms, covenants and conditions of this lease on the Lessee's part to be performed with the same force and effect as if said lessor or such foreclosure purchaser, assignee or lessee, were the landlord originally named in respect this lease, or (ii) enter into a new lease with said lessor or such purchaser, assignee or lessee, as landlord for the remaining term of such mortgagethis lease and otherwise on the same terms, conditions and rentals as herein provided. If the current term of the Master Lease shall expire prior to the date set forth herein for the expiration of this lease, then, unless Lessor, at its sole option, shall have elected to extend or renew the term of the Master Lease, the term of this lease shall expire on the date or expiration of the Master Lease, notwithstanding the later expiration date hereinabove set forth. If the Master Lease is renewed, then the term of this lease shall expire as hereinabove set forth. From time to time, Lessee, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within at least ten (10) days after days' prior written request by LandlordLessor will deliver to Lessor a statement in writing certifying that this lease is unmodified and in full force and effect (or if there shall have been modifications, Tenant will promptly complete that the same is in full force and sign an estoppel certificate effect as modified and stating the modifications) and the dates to which the rent and other charges have been paid and stating whether or not the Lessor is in form requested by Landlord to confirm the status default in performance of any covenant, agreement, or condition contained in this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease lease and, in all eventsif so, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithspecifying each such default of which Lessee may have knowledge.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Lease is and shall be automatically subject and subordinate to any and all mortgage, deed of trust and other liens created by Lessor, whether presently existing or hereafter arising, upon the Leased Premises or upon the Project or any portion thereof, and to any renewals, refinancings and extensions thereof, provided any such mortgagee agrees to execute an agreement not to disturb or otherwise interfere with the Lessee’s possession of the Leased Premises for the unexpired term of the Lease, but Lessee agrees that any such mortgagee shall have the right at any time to subordinate such mortgages, ground leases deeds of trust and other instruments liens to this Lease on such terms and subject to such conditions as such interest holder may deem appropriate in its reasonable discretion. Lessee agrees that it will from time to time, upon request by Lessor, execute and deliver within 10 (ten) days to such persons as Lessor shall request a statement in recordable form certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as so modified); stating the dates to which rent and other charges payable under this Lease have been paid; stating that Lessor is not in default hereunder (or if Lessee alleges a default, stating the nature of a mortgage or ground lease now or at any time hereafter a lien on such alleged default); the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination subordinate position of this Lease to mortgagesLessor’s mortgage; and further stating such other matters as Lessor or its mortgagee shall reasonably require. Exhibit “G” (Subordination, ground leases or other instruments Attornment and Non-Disturbance Agreement) attached hereto indicates language that is currently acceptable; however, Lessee acknowledges that the mortgagee may modify the language stated in the nature thereof. Should Tenant fail Exhibit “G” from time to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and time in its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessorown reasonable discretion.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This 20.1 At the option of Landlord, this Lease shall be automatically subject subordinate at all times to the lien of any institutional first mortgage (meaning a first mortgage or a deed of trust held by a bank, savings and subordinate loan association, insurance company or pension fund) as security for any note, debenture, bond or otherwise in any amount which may hereafter be placed on the Premises or the Plant Site (hereinafter the "Institutional First Mortgage") and to all renewals, modifications, replacements, consolidations and extensions thereof, provided and upon the condition that the holder of the Institutional First Mortgage (the holder of the Institutional First Mortgage is herein sometimes called the "Institutional First Mortgagee") shall agree that:
(i) As long as no default exists beyond applicable notice and cure periods, nor any event has occurred which has continued to exist for such period of time after notice, if any, required by this Lease, which entitles Landlord to terminate this Lease or which cause, without any action of Landlord, the termination of this Lease, or which entitled Landlord to dispossess Tenant then:
(a) The right of possession of Tenant to the Premises, and all mortgagesTenant's rights arising out of this Lease, ground leases including, but not limited to, the renewal options, privileges, rights, remedies and other instruments causes of actions hereunder, shall not be affected or disturbed by either the holder of such mortgage in the nature exercise of a mortgage any of such holder's rights under its mortgage, or ground lease now the notes, debentures, bonds or at debt secured thereby, or otherwise by law provided, or by any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy purchaser of the Premises or by any person acquiring title thereof, as referred to in accordance with the terms subsection (c) of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessorSection.
B. Tenant agrees (b) In the event that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding the holder of the Institutional First Mortgage comes into possession of, or ownership of the title to the interest of Landlord upon any Premises by foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such its mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.or by
Appears in 1 contract
Samples: Lease Agreement (Graftech Inc)
SUBORDINATION AND ESTOPPEL. A. This At the election of Landlord, or the holder of any mortgage or deed of trust affecting real property of which the Premises are a part, this Lease and all of the rights of Tenant hereunder shall be automatically subject and subordinate at all times to any all deeds of trust or mortgages which may now or hereafter affect the real property of which the Premises are a part, and to all mortgagesrenewals, ground leases modifications, consolidations, replacements and other instruments extensions thereof; provided, however, that in the nature case of a any future mortgages or deeds of trust, the mortgagee or beneficiary of the deed of trust shall enter into an agreement providing that so long as Tenant performs its obligations under this Lease, Tenant’s occupation of the Premises shall not be disturbed. At the request of Landlord or the holder of such mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenant. deed of trust, Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to shall execute, acknowledge and deliver promptly in recordable form any instrument or subordination agreement that Landlord or such instruments holder may request; provided, however, that such instrument shall include a provision requiring the purchaser at any foreclosure sale or other execution sale to continue this Lease in full force and effect in the same manner as if such purchaser were the Landlord so long as Tenant is not otherwise in default and requiring Tenant to attorn to such purchaser. If Tenant fails to execute such instrument within ten (10) days after Landlord’s written requesta request to do so, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord failure shall request be a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant material default under this Lease, so long as Tenant is not in Default hereunder.
C. . Within ten (10) days after request therefor by Landlord, Tenant will promptly complete agrees to execute and sign deliver in recordable form an estoppel certificate to any holder of a mortgage or proposed mortgage or proposed purchaser or to Landlord certifying (if such is the case) that this Lease is unmodified and in form full force and effect (and if there has been any modification, that the same is in full force and effect as modified and stating the modifications); that there are no uncured defaults by Landlord; that there are no defenses or offsets against the enforcement thereof or stating those claimed by Tenant; stating the date to which rent and other sums due hereunder are paid; and containing such other statements regarding this Lease, the Premises or Tenant as Landlord, the proposed mortgagee or purchaser shall reasonably require. Such certificate shall also include such other information and agreements by Tenant to protect the security interest of any lender as may be required or requested by such lender. The failure by Tenant to deliver any such certificate within ten (10) days after request therefor shall be deemed to constitute the certification by Tenant that this Lease is in full force and effect and has not been modified except as may be represented by Landlord, that no rent or other payment has been paid more than one month in advance, and that there are no uncured defaults by Landlord and there are no defenses or offsets against the enforcement thereof. If Tenant fails to confirm the status of this Leasedeliver such estoppel certificate within said ten (10) days, Tenant shall and does hereby irrevocably appoint Landlord as Tenant’s attorney in fact to execute and deliver such certificate. Failure of Tenant to timely sign and complete the required estoppel shallprovide such statement, at Landlord’s electionwhether Landlord acts as agent to provide a statement or not, shall be a Default material default under this Lease andLease, in and Tenant shall indemnify Landlord for all eventsliabilities, Landlord shall then be authorized costs, expenses and losses (including forfeited deposits, lost opportunity to sign the estoppel certificate as Tenant’s agent pay lower interest or to obtain additional investment funds and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithother consequential damages.)
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This 17.1. The Building is not currently subject to a “Superior Lease” (as defined in this Section), nor is the Building currently encumbered by a mortgage. Subject to the next sentence of this Section 17.1, this Lease shall be automatically and all rights of Tenant hereunder are subject and subordinate at all times to all ground or underlying leases hereafter made by Landlord (collectively, “Superior Leases”) and to all first mortgages which hereafter affect the Office Complex and/or the Building, and to all renewals, modifications, consolidations, replacements and extensions thereof. As a condition precedent to the effectiveness of the prior sentence, Landlord shall obtain from any and all mortgagesground lessor or mortgagee of Landlord, ground leases and other instruments a non-disturbance agreement (“SNDA”) substantially in the nature form of Exhibit “E” attached hereto and by this reference made a part hereof or in such other form as may be reasonably required by such ground lessor or mortgagee, which shall provide that possession or the rights of Tenant shall not be disturbed in the event of the termination of any such ground lease or the foreclosure of any such mortgage arising out of any default thereunder or by the delivery of an assignment or termination of lease or a deed in lieu of foreclosure of such mortgage so long as Tenant shall not be in default, uncured, pursuant to the terms and conditions of this Lease. Tenant further agrees at the option of the holder of any such mortgage to attorn to the holder of any such mortgage following the foreclosure of such mortgage or the granting of a deed in lieu thereof. Notwithstanding any provision of this Section 17.1 to the contrary, upon notice to Tenant by a mortgagee, this Lease shall become superior, in whole or in part, to the lien of any mortgage or ground lease now or held on the property by said mortgagee.
17.2. Tenant shall at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord from time to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments time within ten (10) days after Landlord’s of receipt of written requestrequest therefor, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver to Landlord an estoppel certificate, in form attached hereto as Exhibit “F” and by this reference made a part hereof or, at Landlord’s option, such other form as is reasonably satisfactory to Landlord, certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which Base Rent and Additional Rent have been paid in advance, if any, (iii) whether any such instrument for and on behalf of Tenant. With respect options granted to mortgages and other instruments in Tenant pursuant to the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms provisions of this Lease for so long as Tenant is have been exercised, (iv) whether or not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest best knowledge of the signer, Landlord upon any foreclosure is in default in performance of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant its obligations under this Lease, so long and if so, specifying each such default of which Tenant may have knowledge, (v) whether Tenant has received notice that it is in default in performance of any of its obligations under this Lease, and if so, specifying each such default, and (vi) as Tenant is not to any other matters reasonably requested by Landlord, it being intended that any such certificate delivered pursuant to this Section 17.2 may be relied upon by a prospective purchaser of Landlord’s interest or a mortgagee of Landlord’s interest or assignee of any mortgage under Landlord’s interest in Default hereunderthe Office Complex or any other party which Landlord wishes to receive said estoppel certificate.
C. Within 17.3. Landlord shall at any time and from time to time within ten (10) days after of receipt of written request by Landlordtherefor, execute, acknowledge and deliver to Tenant an estoppel certificate, in form substantially similar to Exhibit “F” certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which Base Rent and Additional Rent have been paid in advance, if any, (iii) whether any options granted to Tenant pursuant to the provisions of this Lease have been exercised, (iv) whether or not to the best knowledge of the signer, Tenant will promptly complete and sign an estoppel certificate is in form requested by Landlord to confirm the status default in performance of any of its obligations under this Lease. Failure , and if so, specifying each such default of Tenant to timely sign which Landlord may have knowledge, and complete the required estoppel shall, at Landlord’s election, be a Default (v) whether Landlord has received notice that it is in default in performance of any of its obligations under this Lease andLease, in all eventsand if so, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithspecifying each such default.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This At the election of Landlord, or the holder of any mortgage or deed of trust affecting real property of which the Premises are a part, this Lease and all of the rights of Tenant hereunder shall be automatically subject and subordinate at all times to any all deeds of trust or mortgages which may now or hereafter affect the real property of which the Premises are a part, and to all mortgagesrenewals, ground leases modifications, consolidations, replacements and other instruments in extensions thereof. At the nature request of a Landlord or the holder of such mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenant. deed of trust, Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to shall execute, acknowledge and deliver promptly in recordable form any instrument or subordination agreement that Landlord or such instruments holder may request; provided, however, that such instrument shall include a provision requiring the purchaser at any foreclosure sale or other execution sale to continue this Lease in full force and effect in the same manner as if such purchaser were the Landlord so long as Tenant is not otherwise in default and requiring Tenant to attorn to such purchaser. If Tenant fails to execute such instrument within ten (10) days after Landlord’s written requesta request to do so, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord failure shall request be a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant material default under this Lease, so long as Tenant is not in Default hereunder.
C. . Within ten (10) days after request therefor by Landlord, Tenant will promptly complete agrees to execute and sign deliver in recordable form an estoppel certificate to any holder of a mortgage or proposed mortgage or proposed purchaser or to Landlord certifying (if such is the case) that this Lease is unmodified and in form full force and effect (and if there has been any modification, that the same is in full force and effect as modified and stating the modifications); that there are no uncured defaults by Landlord; that there are no defenses or offsets against the enforcement thereof or stating those claimed by Tenant; stating the date to which rent and other sums due hereunder are paid; and containing such other statements regarding this Lease, the Premises or Tenant as Landlord, the proposed mortgagee or purchaser shall reasonably require. Such certificate shall also include such other information and agreements by Tenant to protect the security interest of any lender as may be required or requested by such lender. The failure by Tenant to deliver any such certificate within ten (10) days after request therefor shall be deemed to constitute the certification by Tenant that this Lease is in full force and effect and has not been modified except as may be represented by Landlord, that no rent or other payment has been paid more than one month in advance, and that there are no uncured defaults by Landlord and there are no defenses or offsets against the enforcement thereof. If Tenant fails to confirm the status of this Leasedeliver such estoppel certificate within said ten (10) days, Tenant shall and does hereby irrevocably appoint Landlord as Tenant's attorney in fact to execute and deliver such certificate. Failure of Tenant to timely sign and complete the required estoppel shallprovide such statement, at Landlord’s electionwhether Landlord acts as agent to provide a statement or not, shall be a Default material default under this Lease andLease, in and Tenant shall indemnify Landlord for all eventsliabilities, Landlord shall then be authorized costs, expenses and losses (including forfeited deposits, lost opportunity to sign the estoppel certificate as Tenant’s agent pay lower interest or to obtain additional investment funds and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithother consequential damages.)
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Subject to the terms and conditions herein, this Lease is and shall be automatically subject and subordinate to any and all mortgages, ground leases mortgages and other instruments security interests which may now or hereafter affect the Building and to all renewals, modifications, consolidations, replacements and extensions of such mortgages and other security interests; provided, however, that in the nature event the holder of any mortgage encumbering the Building or any party claiming superior rights to Tenant with respect to the Premises (each a mortgage “Priority Party,” collectively, “Priority Parties”) succeeds to the interest of Landlord by foreclosure, deed in lieu thereof or ground lease now otherwise, such Priority Party shall not disturb Tenant’s possession, enjoyment, use or at any time hereafter a lien on occupancy of the Property without requiring any writing by Premises and shall recognize Tenant’s rights under this Lease, and Tenant shall attorn to Priority Party. Tenant shallshall execute and deliver, when requestedno more than twice per any Lease Year, promptly upon such request, any commercially reasonable instrument which such Priority Party may request (but and which must be reasonably acceptable to Tenant) to evidence such attornment and non-disturbance. In such event, Landlord shall pay Tenant’s reasonable attorneys’ fees incurred in connection Landlord’s request to execute such commercially reasonable document in an amount not later to exceed Two Thousand and No/100 Dollars ($2,000.00); however, such fee shall not be payable in connection with the Initial SNDA (as hereinafter defined). Tenant agrees, not more than twice per any Lease Year, upon not less than ten (10) days after request) execute and deliver such written instruments as may be requested business days’ prior notice by Landlord to confirm the subordination of this Lease to mortgagesLandlord, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver to Landlord, a statement in writing addressed to Landlord, a purchaser of Landlord’s interest, or a Priority Party (as defined below) certifying, to the extent true: that this Lease is in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications); the actual commencement and expiration dates of the Lease; stating the dates to which Base Annual Rent and other charges, if any, have been paid; that the Premises have been completed on or before the date of such instruments certificate; that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession, that the Term has commenced; and whether or not there exists, to Tenant’s actual knowledge, without duty of inquiry, any default by either party in the performance of any covenant, agreement, term, provision or condition contained in this Lease, and if so, specifying each such default of which the signer may have actual knowledge and the claims or offsets, if any, claimed by Tenant, and such other matters reasonably required by Landlord or any prospective purchaser or mortgagee of the Building. It is intended that any such statement delivered pursuant hereto may be relied upon by Landlord or a purchaser of Landlord’s interest and by any Priority Party. If Tenant does not deliver such statement to Landlord within such ten (10) business day period, and such failure continues for an additional five (5) business days after a second notice thereof from Landlord’s written request, Tenant hereby appoints Landlord Landlord, and its successors any prospective purchaser or Priority Party, may conclusively presume and assigns, rely only upon the following facts as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with date Tenant received the statement: (i) that the terms and provisions of this Lease for so long have not been changed except as otherwise represented by Landlord; (ii) that this Lease has not been canceled or terminated except as otherwise represented by Landlord; (iii) that not more than one (1) month’s Base Annual Rent or other charges have been paid in advance; and (iv) that no Landlord Default exists or is continuing under the Lease. In such event, Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination shall be estopped from denying the truth of ground leasesuch facts. Notwithstanding anything herein to the contrary, the parties’ obligations under this Lease are conditioned upon delivery by Landlord shall request to Tenant of a subordination, non-disturbance and attornment agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize lender substantially in the form attached hereto as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten Exhibit E (10“Initial SNDA”) within sixty (60) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status date of this Lease. Failure of Tenant If Landlord fails to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.deliver an Initial SNDA within such sixty
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SUBORDINATION AND ESTOPPEL. A. This In the event any mortgagee shall elect to have this Lease a prior lien to its mortgage, then and in such event, upon such mortgagee notifying the Tenant in writing to that effect, this Lease shall be automatically subject have priority over the lien of such mortgage to the same extent as if the same extent as if the same had been placed on record prior to such mortgage. Tenant covenants and subordinate to any and all mortgagesagrees, ground leases and other instruments in the nature event any proceedings are brought for the foreclosure of, or in the event of exercise of the power of sale under any mortgage covering the demised premises, whether or not this Lease is terminated by such foreclosure or sale, that Tenant will, upon request by the purchaser, attorn to the purchaser upon any foreclosure or sale and recognize any such purchaser as the Landlord under this Lease, it being the intent hereof that if this lease should be terminated by such foreclosure or sale, it shall, on request by purchaser, be reinstated as a mortgage or ground lease now or at any time hereafter a lien on between the Property without requiring any writing by purchaser and Tenant. Tenant, upon request of any party in interest, shall execute such instrument or instruments as shall be requested to carry out the requirements of this paragraph, and if Tenant shall, when requested, promptly (but not later than ten (10) days after request) fails to execute and deliver any such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written requestinstrument, Tenant hereby irrevocably constitutes and appoints Landlord and its successors and assigns, as Tenant’s irrevocable 's special attorney-in-fact to execute, acknowledge execute and deliver any such instrument for and on behalf of Tenantinstrument. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by notice from Landlord, Tenant will promptly complete shall execute and sign an estoppel deliver to Landlord, in recordable form, a certificate stating that this lease is unmodified and is in form requested by full force and effect, or in full force and effect as modified, and stating the modifications. The certificate also shall state the amount of minimum monthly rent, the dates to which the rent has been paid in advance, and the amount of any security deposit, and such other information as Landlord to confirm the status of this Leaseshall reasonably request. Failure to deliver the certificate within the ten (10) days shall be conclusive upon the party failing to deliver the certificate for the benefit of Tenant to timely sign the party requesting the certificate and complete any successor the required estoppel shallparty requesting the certificate, at Landlord’s election, be a Default under that this Lease andis in full force and effect and has not been modified except as may be represented by the party requesting the certificate. If a party fails to deliver the certificate within the ten (10) days, in all events, Landlord shall then be authorized the party failing to sign deliver the estoppel certificate irrevocably constitutes and appoints the other party as Tenant’s agent its special attorney-in-fact to execute and deliver the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithcertificate to any third party.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Lease lease shall be automatically subject and subordinate to any and all mortgages, ground leases mortgages and other instruments in the nature of a mortgage or ground lease mortgage, now or at any time hereafter a lien on affecting the Property without requiring any writing by Tenant. Tenant leased premises, and LESSEE shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may shall be requested by Landlord reasonably customary and necessary to confirm show the subordination of this Lease lease to mortgages, ground leases said mortgage or other such instruments in the nature thereofof a mortgage. Should Tenant fail Each party agrees from time to executetime, acknowledge and deliver such instruments within ten (10) days after Landlord’s written requestrequest by the other, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver to the requesting party (and/or, the case of LESSOR, to any mortgagee or prospective purchaser) a statement in writing certifying that this lease is unmodified and in full force and effect and that the certifying party has no defenses, offsets, or counterclaims against its obligations, including as to LESSEE the obligation to pay rent and any additional rent or other charges and to perform its other covenants under this lease, and the dates to which the rent and any additional rent or other charges have been paid. Notwithstanding the foregoing, such instrument for and subordination shall be conditioned on behalf of Tenant. With respect LESSOR's obtaining the holder's written agreement that, subject to mortgages and other instruments such reasonable qualifications as such holder may reasonably impose, in the nature thereof executed after event that the Term Commencement Dateholder shall succeed to the interests of LESSOR hereunder pursuant to such mortgage, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for ground lease or other encumbrance, then so long as Tenant is no Default of LESSEE exists hereunder, LESSEE's right to possession of the leased premises shall not in Default be disturbed and LESSEE's other rights hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under not be adversely affected (and this Lease and shall attorn to any person succeeding to the interest of Landlord upon not be terminated) by any foreclosure of any such mortgage upon the Property or upon the execution of any deed in lieu encumbrance or by termination of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderground lease.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
Samples: Commercial Lease (Palomar Medical Technologies Inc)
SUBORDINATION AND ESTOPPEL. A. Lessee has been informed and understands that Lessor is the Lessee under a lease of the land and entire building of which the premises form a part (hereinafter called the "Master Lease"). This Lease lease is and shall be automatically subject and subordinate to any the Master Lease and all mortgages, other ground or underlying leases and other instruments in the nature of a mortgage or ground lease to all mortgages which may now or at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver affect such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature real property of which the premises form a part, and to all renewals, modifications, consolidations, replacements and extensions thereof. Should Tenant fail to executeThis Article shall be self-operative and no further instrument of subordination shall be necessary. In confirmation of such subordination, acknowledge and deliver such instruments within ten (10) days after Landlord’s written Lessee shall execute promptly any certificate that Lessor may request, Tenant . Lessee hereby appoints Landlord and its successors and assigns, Lessor as Tenant’s Lessee's irrevocable attorney-in-fact to execute, acknowledge and deliver execute any such instrument for and document of subordination on behalf of TenantLessee. With respect to mortgages and other instruments in In the nature thereof executed after event that the Term Commencement DateMaster Lease or any ether ground or underling lease is terminated, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding or any mortgage foreclosed, this lease shall not terminate or be terminable by Lessee unless Lessee was specifically named in any termination or foreclosure judgment or final order. In the event that the Master Lease or any other ground or underlying lease is terminated as aforesaid, or if the interests of Lessor under this lease are transferred by reason of or assigned in lieu of foreclosure or termination other proceedings for enforcement of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to mortgage, or if the interest of Landlord upon any foreclosure holder of any mortgage upon acquires a lease in substitution therefor, then the Property Lessee will, at the option to be exercised in writing by the lessor under the Master Lease or upon such purchaser, assignee or lessee, as the execution case may be, (i) attorn to it and will perform for its benefit all the terms, covenants and conditions of any deed this lease on the Lessee's part to be performed with the same force and effect as if said lessor or such purchaser, assignee or lessee, were the landlord originally named in lieu this lease, or (ii) enter into a new lease with said lessor or such purchaser, assignee or lessee, as landlord, for the remaining term of such foreclosure in respect this lease and otherwise on the same terms, conditions and rentals as herein provided. If the current term of such mortgagethe Master Lease shall expire prior to the date set forth herein for the expiration of this lease, then, unless Lessor, at its sole option, shall have elected to extend or renew the term of the Master Lease the term of this lease shall expire on the date of expiration of the Master Lease, notwithstanding the later expiration date hereinabove set forth. If the Master Lease is renewed, then the term of this lease shall expire as hereinabove set forth. From time to time, Lessee, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within at least ten (10) days after days' prior written request by LandlordLessor will deliver to Lessor a statement in writing certifying that this lease is unmodified and in full force and effect (or if there shall have been modifications, Tenant will promptly complete that the same is in full force and sign an estoppel certificate effect as modified and stating the modifications) and the dates to which the rent and other charges have been paid and stating whether or not the Lessor is in form requested by Landlord to confirm the status default in performance of any covenant, agreement, or condition contained in this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease lease and, in all eventsif so, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithspecifying each such default of which Lessee may have knowledge.
Appears in 1 contract
Samples: Lease Agreement (Fundex Games LTD)
SUBORDINATION AND ESTOPPEL. A. 21.1. This Lease and the Term and estate hereby granted are and shall be automatically subject and subordinate to any and all mortgages, ground leases and other instruments in the nature lien of a each mortgage or ground lease now or which may at any time hereafter a lien affect all or any portion of the Real Property or Landlord’s interest therein (any such mortgage or ground lease being herein called an “Underlying Encumbrance”), and Tenant hereby agrees to attorn to any holder of an Underlying Encumbrance, or to its successor or assign. Although no instrument or action on the Property without requiring any writing by Tenant. part of Tenant shall be necessary to effectuate such subordination, Tenant shall, when requestedupon request by Landlord, promptly (but not later than ten (10) days after request) at any time or times execute and deliver such written any and all reasonable instruments as that may be requested by Landlord necessary or proper to effect such attornment or subordination, or to confirm or evidence the same. If Tenant shall fail or otherwise refuse to execute a subordination of instrument in accordance with this Lease to mortgagesArticle, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge then and deliver upon such instruments within ten (10) days after Landlord’s written requestevent, Tenant hereby appoints shall be deemed to have appointed Landlord and its successors and assigns, Landlord shall thereupon be regarded as Tenant’s the irrevocable attorney-in-fact of Tenant, duly authorized to execute, acknowledge execute and deliver any such the required instrument for and on behalf of Tenant, but the exercise of such power shall not be deemed a waiver of Tenant’s default. With respect Landlord hereby represents that there is no Underlying Encumbrance as of the date of this Lease.
21.2. If all or any portion of Landlord’s estate in the Real Property shall be sold or conveyed to mortgages any person, firm, corporation, or other entity upon the exercise of any remedy provided for in any mortgage or by law or equity, such person, firm, corporation, or other entity and each person, firm, corporation, or other instruments entity thereafter succeeding to its interest in the Real Property (a) shall not be liable for any act or omission of Landlord under this Lease occurring prior to such sale or conveyance, (b) shall not be subject to any offset, defense, or counterclaim accruing prior to such sale or conveyance, (c) shall not be bound by any payment prior to such sale or conveyance of Minimum Rent, Additional Rent, or other payments for more than one month in advance (except prepayments in the nature thereof executed after of security for the Term Commencement Dateperformance by Tenant of its obligations hereunder to the extent received), and (d) shall be liable for the foregoing subordination is expressly conditioned upon keeping, observance and performance of the other covenants, agreements, terms, provisions, and conditions to be kept, observed and performed by Landlord under this Lease only during the period such person, firm, corporation, or other entity shall hold such interest.
21.3. In the event of an act or omission by Landlord which would give Tenant reserving the right to continued occupancy terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until it has given written notice of such act or omission, or, in the case of the Premises or any part thereof becoming untenantable as the result of damage from fire or other casualty, written notice of the occurrence of such damage, to the holder of any Underlying Encumbrance whose name and address shall previously have been furnished to Tenant in accordance with writing, by delivering such notice of such act, omission, or damage addressed to such holder at said address or if such holder hereafter furnishes another address to Tenant in writing at the terms last address of such holder so furnished to Tenant, and, unless otherwise provided herein, until a reasonable period (but no less than thirty (30) days) for remedying such act, omission, or damage shall have elapsed following such giving of such notice (or following such later date as provided in Article 18 of this Lease), provided any such holder, with reasonable diligence, shall, following the giving of such notice, have commenced and continued to remedy such act, omission, or damage or to cause the same to be remedied.
21.4. Tenant shall at any time and from time to time upon not less than fifteen (15) days’ prior notice by Landlord, execute, acknowledge, and deliver to Landlord an estoppel certificate, in form satisfactory to Landlord, certifying (i) that this Lease for so long is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Minimum Rent and Additional Rent have been paid and whether any such Minimum Rent or Additional Rent has been paid in advance, (iii) whether Landlord is in default in performance of any of its obligations under this Lease, and if so, specifying each such default of which Tenant is not in Default hereunder notwithstanding may have knowledge, and (iv) as to any mortgage foreclosure or termination other matters requested by Landlord, it being intended that any such certificate delivered pursuant to this Section 21.4 may be relied upon by a prospective purchaser of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current interest or a mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the of Landlord’s interest of Landlord upon any foreclosure or assignee of any mortgage upon Landlord’s interest in the Real Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunderother party which Landlord wishes to receive said estoppel certificate.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This 21.1 Tenant agrees that this Lease shall be automatically is subject and subordinate to any and all mortgages, ground or underlying leases and other instruments in to the nature lien of a mortgage any mortgages or ground lease deed of trust now on or which at any time hereafter may be made a lien on upon the Property without requiring Real Property, and to all advances made or hereafter to be made upon the security thereof. This subordination provision shall be self operative and no further instrument of subordination shall be required, provided, however, that Tenant agrees to execute and deliver, upon request, such further instrument or instruments confirming this subordination as shall be desired by Landlord or by any writing mortgagee or proposed mortgagee of the Real Property.Tenant further agrees that at the option of the holder of any mortgage or of the trustee under any deed of trust securing the Real Property, this Lease may be made superior to said mortgage or deed of trust by Tenant. the insertion therein of a declaration that this Lease is superior.
21.2 Tenant shall, when requested, promptly (but agrees at any time and from time to time upon not later less than ten (10) days after request) execute and deliver such prior written instruments as may be requested request by Landlord to confirm the subordination of this Lease to mortgagesLandlord, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver to Landlord, or to any party designated by Landlord, a statement in writing certifying (a) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the Lease is in full force and effect as modified) and stating the modifications, (b) the dates to which the Basic Rent and Additional Rent have been paid, (c) that there are no Events of Default or events which with the passage of time and failure to cure would become Events of Default (or stating such instruments within ten as may exist), and (10d) days after Landlord’s written requestthat there are no breaches by Landlord of its covenants and obliga- tions to Tenant (or stating such as may exist), Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver it being intended that any such instrument for and on behalf statement delivered pursuant to this Section 21.2 may be relied upon by a prospective purchaser of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy Landlord's interest or a mortgagee of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure Landlord's interest or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure assignee of any mortgage upon Landlord's interest in the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.Real Property
Appears in 1 contract
Samples: Sublease (Alphanet Solutions Inc)
SUBORDINATION AND ESTOPPEL. A. (a) SNDA. This Lease is and shall be automatically subject and subordinate to the lien of any and all mortgagesmortgage, ground leases and deed to secure debt or any other instruments in the nature method of a mortgage financing or ground lease refinancing now or at any time hereafter a lien on encumbering the Property without requiring any writing Leased Premises (the “Mortgage Lien”), and to all advances made, or hereafter to be made, upon the security thereof; provided that, upon request by Tenant. Landlord, Tenant shall, when requested, promptly shall within twenty (but not later than ten (1020) days after request) such written request execute and deliver such written instruments a subordination, nondisturbance and attornment agreement (an “SNDA”) in form and substance as may be Exhibit E attached hereto and incorporated herein by this reference, or in any other form or substance reasonably requested by Landlord to confirm or any mortgage lender or lien holder, if such SNDA provides that the subordination rights of Tenant under this Lease to mortgagesLease, ground leases or other instruments in and the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy possession of the Leased Premises in accordance with the terms of this Lease for by Tenant, shall not be disturbed so long as Tenant is not in Default hereunder notwithstanding default hereunder. If any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to proceedings are brought for the interest of Landlord upon any foreclosure of any mortgage Mortgage Lien, then Tenant shall: (a) attorn to the purchaser upon any sale resulting directly or indirectly from such proceedings; and (b) recognize the Property or upon purchaser as Landlord hereunder. Notwithstanding the execution foregoing, the subordination of this Lease to future Mortgages shall be subject to Tenant’s receipt of an SNDA in the form attached hereto and incorporated herein as Exhibit E with any deed changes reasonably acceptable to Tenant which provides in lieu of such foreclosure in respect of such mortgage, on the condition substance that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten default under the Lease past applicable cure periods, its use and occupancy of the Premises shall not be disturbed notwithstanding any default of Landlord under such Mortgage, and Landlord shall, within thirty (1030) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm of the status execution of this Lease, obtain from its existing mortgagee, if any, an SNDA reasonably acceptable to Tenant which provides in substance that so long as Tenant is not in default under the Lease past applicable cure periods, its use and occupancy of the Premises shall not be disturbed notwithstanding any default of Landlord under such Mortgage. Failure Except as expressly provided in the form of SNDA attached hereto as Exhibit E, in no event shall any SNDA require Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default agree to any increase in its financial obligations under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as or materially increase Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithobligations under this Lease.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Lease Lease, and any and all rents, options, liens and charges created hereby, are, and at all times shall be automatically be, subject and subordinate to all present and future mortgages which may affect the Leased Premises and to all recastings, renewals, modifications, consolidations, replacements, and extensions of any and all mortgagessuch mortgage(s); provided, ground leases and other instruments in however, that so long as Lessee faithfully discharges its obligations under the nature terms of a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenant. Tenant this Lease, its tenancy will not be disturbed.
(a) Lessee shall, when requestedupon demand, promptly without cost to Lessor, execute any statement or instrument necessary to effectuate such subordination. If Lessee , within fifteen (but not later than ten (10l5) days after request) execute and deliver submission of such written instruments as may be requested by Landlord instrument to confirm the subordination of this Lease to mortgagesLessee for execution, ground leases or other instruments in the nature thereof. Should Tenant shall fail to executeexecute the same, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant then Lessor is hereby appoints Landlord and its successors and assigns, authorized to execute the same as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of TenantLessee. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement DateThe foregoing notwithstanding, the foregoing subordination is expressly conditioned upon Tenant reserving provided for herein shall be self-operative, and no further instrument of subordination need be obtained to effect the right to continued occupancy same.
(b) If any mortgagee comes into possession or ownership of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage Leased Premises, whether by foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and otherwise, Lessee shall attorn to such mortgagee. Lessee shall not be entitled in any person succeeding such case to the interest of Landlord upon a credit for any foreclosure of rent or other sums due hereunder which has been paid for more than one month in advance.
(c) If any mortgage upon the Property or upon the execution of such mortgagee shall request reasonable modifications to this Lease as a condition to disbursing any deed in lieu monies to be secured by such mortgagee's mortgage, Lessee agrees that, within five (5) days after receipt by Lessee of such foreclosure request from such mortgagee, Lessee shall execute and deliver to such mortgagee an agreement, in respect of form and substance satisfactory to such mortgagemortgagee, on the condition evidencing such modifications; provided that such successor in interest does modifications do not disturb any of the rights of the Tenant increase Lessee's obligations under this Lease, so long as Tenant is not in Default hereunderor materially and adversely affect either: (a) the leasehold interest created by this Lease, or (b) Lessee's use and occupancy of the Leased Premises.
C. Within ten (10d) Lessee also agrees to execute and return such instrument as Lessor or any mortgagee of the Leases Premises may request, within seven (7) days after request by Landlordreceipt of such request, Tenant will promptly complete certifying whether the Lease is in full force and sign effect, listing any modifications thereof, identifying the Leased Premises, stating the term of the Lease together with any options, stating the current annual fixed rent due under the Lease, and representing that Lessee has made no assignment or sublease of the Lease. This statement, commonly known as an estoppel certificate in form requested certificate, is intended to be for the benefit of Lessor, any purchaser from or mortgagee of Lessor, and any purchaser or assignee of Lessor's mortgagee, and failure by Landlord Lessee to confirm execute the status of this Lease. Failure of Tenant to timely sign and complete same within the required estoppel shall, at Landlord’s election, be a Default under time period provided herein shall constitute confirmation by Lessee that this Lease andis in full force and effect and unmodified, in all events, Landlord shall then be authorized and that Lessee has no right to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithwithhold or deduct any rent thereunder.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This 8.1. Tenant agrees that this Lease shall be automatically is subject and subordinate to any and all mortgages, ground or underlying leases and other instruments to the lien of any mortgages or deeds of trust which are now or may hereafter be made a lien upon the Real Property, and to all advances made or hereafter to be made upon the security thereof and to all recastings, renewals, modifications, consolidations, replacements and extensions of any such lease(s), mortgage(s) or deed(s) of trust, and to all increases and voluntary and involuntary advances made thereunder. This subordination provision shall be self-operative and no further instrument of subordination shall be required, provided, however, that without in any way modifying the self-operative nature of a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by this Paragraph, Tenant. Tenant shall, when requestedwithin five (5) business days of Landlord’s request, promptly (but not later than ten (10) days after request) shall execute and deliver such written further instrument or instruments confirming this subordination as may shall be requested desired by Landlord or by any mortgagee or proposed mortgagee of the Real Property. Tenant covenants and agrees to confirm attorn to, recognize and be bound to, as its new Landlord, any purchaser at any foreclosure sale or any party which acquires title to the subordination Building pursuant to the exercise of any remedy provided for in any mortgage or by reason of the acceptance of a deed in lieu of foreclosure, and this Lease shall continue in full force and effect as a direct Lease between Tenant and said party. Tenant agrees to mortgagesexecute such further evidence of attornment to any such party as such party shall reasonably require. Tenant agrees that in no event shall any mortgagee or any such person, ground leases or other instruments whether in the nature thereofcapacity of holder of a mortgage secured by the Real Property or in the capacity of successor landlord by virtue of the exercise of any remedy provided for in its mortgage or by reason of the acceptance of a deed in lieu of foreclosure, be liable to Tenant for any act or omission of Landlord which occurred prior to the date that such mortgagee or party acquires title to the Real Property.
8.2. Should Tenant fail agrees at any time and from time to time, upon not less than five (5) days’ prior written request by Landlord, to execute, acknowledge and deliver such instruments within ten to Landlord a true and accurate statement in writing certifying: (10i) days after Landlord’s written request, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of that this Lease for so long is unmodified and in full force and effect (or, if there have been modifications, that the same are in full force and effect as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure modified and stating the modifications); (ii) that there are no offsets, defenses, defaults, or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord counterclaims under this Lease or against Landlord (or, if so, what the same are); (iii) the dates to which the Basic Rent and shall attorn Additional Rent have been paid; (iv) the Commencement Date and Expiration Date; (v) that Landlord has completed all of the work for which it is responsible pursuant to Exhibit B; and (vi) such other information as Landlord or its designee may request; it being intended that any person succeeding such statement delivered pursuant to the this Paragraph 8.2 may be relied upon by a prospective purchaser of Landlord’s interest or mortgagee of Landlord upon any foreclosure Landlord’s interest or assignee of any mortgage upon Landlord’s interest in the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgageReal Property, on the condition and that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel statement shall, at Landlord’s election, be a Default under this Lease and, in all eventsrespects, Landlord shall then be authorized conclusively bind Tenant with respect to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithmatters set forth therein.
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SUBORDINATION AND ESTOPPEL. A. This 20.1 Tenant agrees that this Lease shall be automatically is subject and subordinate to any and all mortgages, ground or underlying leases and other instruments in to the nature lien of a mortgage any mortgages or ground lease deeds of trust now on or which at any time hereafter may be made a lien on upon the Property without requiring Real Property, and to any writing by Tenantmodification thereof, and to all advances made or hereafter to be made upon the security thereof. This subordination provision shall be self-operative and not further instrument of subordination shall be required, provided, however, that Tenant shall, when requested, promptly (but not later than ten (10) days after request) agrees to execute and deliver upon request, such written further instrument or instruments confirming this subordination as may shall be requested by Landlord or by any mortgagee or proposed mortgagee of the Real Property. Tenant hereby constitutes and appoints Landlord as Tenant's attorney-in-fact to confirm execute any such instrument or instruments. Tenant further agrees that at the subordination option of the holder of any mortgage or of the trustee under any deed of trust affecting the Real Property, this Lease may be made superior to mortgages, ground leases said mortgage or other instruments in deed of trust by the nature thereof. Should Tenant fail insertion therein of a declaration that this Lease is superior to execute, acknowledge said mortgage or deed of trust.
20.2 Each party shall at any time and deliver such instruments from time to time within ten (10) days after Landlord’s of receipt of written requestrequest therefor, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver to the other an estoppel certificate certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same are in full force and effect as modified and stating the modifications), (ii) the dates to which the Minimum Rent and Additional Rent have been paid in advance, if any, (iii) whether any such instrument for and on behalf of Tenant. With respect options granted to mortgages and other instruments in Tenant pursuant to the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms provisions of this Lease for so long as Tenant have been exercised, and (d) whether or not to the best knowledge of the signer, the other party is not in Default hereunder notwithstanding default in performance of any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord obligations under this Lease Lease, and shall attorn if so, specifying each such default of which such party may knowledge, it being intended that any such certificate delivered pursuant to any person succeeding to the this Section 20.2 may be relied upon by a prospective purchaser of Landlord's interest or a mortgage of Landlord upon any foreclosure Landlord's interest or assignee of any mortgage upon Landlord's interest in the Real Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an other party which Landlord wishes to receive said estoppel certificate in form requested by Landlord to confirm the status or any assignee or creditor of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
Samples: Lease Agreement (Medarex Inc)
SUBORDINATION AND ESTOPPEL. A. This Lessee agrees that this Lease is and shall be automatically remain subject and subordinate to and may be assigned as security for any present and all mortgages, future ground leases or underlying leases of the Building or of the real property upon which the Building is located and other instruments in the nature to and for all mortgages or deeds of a mortgage or ground lease trust which may now or at hereafter affect such leases or the Building or the real property upon which the Building is located and to and for all renewals, modifications, consolidations, replacements, and extensions of any time hereafter a lien on the Property without requiring any writing by Tenantsuch leases, mortgages or deeds of trust. Tenant shallThis clause shall be self-operative and no further instrument shall be necessary to effect such subordination; however, when requested, Lessee shall execute promptly (but not later than ten (10) days after request) execute and deliver to Lessor any such written instruments certificate or certificates in writing as Lessor may be requested by Landlord to confirm request evidencing the subordination of this Lease to mortgagesor the assignment of this Lease as additional security for such ground lease, ground leases underlying lease, mortgage, or other instruments in the nature thereof. Should Tenant fail to executedeed of trust, acknowledge and deliver such instruments within ten (10) days after Landlord’s written request, Tenant Lessee hereby appoints Landlord and Lessor as its successors and assigns, as Tenant’s irrevocable attorney-in-fact coupled with an interest to execute, acknowledge and deliver execute any such instrument for and certificate or assignment on Lessee's behalf in default of Tenantsuch execution by Lessee. With respect If the building or the Land or a leasehold interest therein is sold pursuant to mortgages and other instruments a private sale, a court order, any foreclosure proceeding, or pursuant to a power of sale contained in the nature thereof executed after the Term Commencement Dateany mortgage or deed of trust, the foregoing subordination is expressly conditioned purchaser at any time at any such sale will have the option upon Tenant reserving the right to continued occupancy sale of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under either (i) terminating this Lease and shall attorn to any person succeeding to the interest all rights and obligations of Landlord upon any foreclosure Lessee hereunder or (ii) affirming this Lease and assuming all rights and obligations of any mortgage upon the Property or upon the execution of any deed in lieu of Lessor hereunder, and if such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under purchaser so affirms this Lease, so long as Tenant is Lessee will execute an Attornment Agreement with such purchaser not in Default hereunderconflict herewith at the request of such purchaser.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
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SUBORDINATION AND ESTOPPEL. A. This 21.1. Subject to the provisions of Section 21.5, this Lease and the Term and estate hereby granted are and shall be automatically subject and subordinate to any and all mortgages, ground leases and other instruments in the nature lien of a each mortgage or ground lease now or which may at any time hereafter a lien affect all or any portion of the Real Property or Landlord’s interest therein (any such mortgage or ground lease being herein called an “Underlying Encumbrance”), and Tenant hereby agrees to attorn to any holder of an Underlying Encumbrance, or to its successor or assign. Although no instrument or action on the Property without requiring any writing by Tenant. part of Tenant shall be necessary to effectuate such subordination, Tenant shall, when requestedupon request by Landlord, promptly (but not later than ten (10) days after request) at any time or times execute and deliver such written any and all reasonable instruments as that may be requested by Landlord necessary or proper to effect such attornment or subordination, or to confirm or evidence the same. If Tenant shall fail or otherwise refuse to execute a subordination of instrument in accordance with this Lease to mortgagesArticle, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge then and deliver upon such instruments within ten (10) days after Landlord’s written requestevent, Tenant hereby appoints shall be deemed to have appointed Landlord and its successors and assigns, Landlord shall thereupon be regarded as Tenant’s the irrevocable attorney-in-fact of Tenant, duly authorized to execute, acknowledge execute and deliver any such the required instrument for and on behalf of Tenant, but the exercise of such power shall not be deemed a waiver of Tenant’s default. With respect Landlord hereby represents that there is no Underlying Encumbrance as of the date of this Lease.
21.2. If all or any portion of Landlord’s estate in the Real Property shall be sold or conveyed to mortgages any person, firm, corporation, or other entity upon the exercise of any remedy provided for in any mortgage or by law or equity, such person, firm, corporation, or other entity and each person, firm, corporation, or other instruments entity thereafter succeeding to its interest in the Real Property (a) shall not be liable for any act or omission of Landlord under this Lease occurring prior to such sale or conveyance, except to the extent that such act or omission shall be continuing, (b) shall not be subject to any offset, defense, or counterclaim accruing prior to such sale or conveyance, except to the extent that such offset, defense, or counterclaim shall be applicable to a continuing act or omission of Landlord, (c) shall not be bound by any payment prior to such sale or conveyance of Minimum Rent, Additional Rent, or other payments for more than one month in advance (except prepayments in the nature thereof executed after of security for the Term Commencement Dateperformance by Tenant of its obligations hereunder to the extent received), and (d) shall be liable for the keeping, observance and performance of the other covenants, agreements, terms, provisions, and conditions to be kept, observed and performed by Landlord under this Lease only during the period such person, firm, corporation, or other entity shall hold such interest, except that the foregoing subordination is expressly conditioned upon shall not relieve such successor to Landlord’s interest of the obligation to cure any continuing default or wrongful act or omission.
21.3. In the event of an act or omission by Landlord which would give Tenant reserving the right to continued occupancy terminate this Lease or to claim a partial or total eviction, Tenant will not exercise any such right until it has given written notice of such act or omission, or, in the case of the Premises or any part thereof becoming untenantable as the result of damage from fire or other casualty, written notice of the occurrence of such damage, to the holder of any Underlying Encumbrance whose name and address shall previously have been furnished to Tenant in accordance with writing, by delivering such notice of such act, omission, or damage addressed to such holder at said address or if such holder hereafter furnishes another address to Tenant in writing at the terms last address of such holder so furnished to Tenant, and, unless otherwise provided herein, until a reasonable period (but no less than thirty (30) days) for remedying such act, omission, or damage shall have elapsed following such giving of such notice (or following such later date as provided in Article 18 of this Lease), provided any such holder, with reasonable diligence, shall, following the giving of such notice, have commenced and continued to remedy such act, omission, or damage or to cause the same to be remedied.
21.4. Tenant shall at any time and from time to time upon not less than ten (10) days’ prior notice by Landlord, execute, acknowledge, and deliver to Landlord an estoppel certificate, in form satisfactory to Landlord, certifying (i) that this Lease for so long is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Minimum Rent and Additional Rent have been paid and whether any such Minimum Rent or Additional Rent has been paid in advance, (iii) whether Landlord is, to Tenant’s knowledge, in default in performance of any of its obligations under this Lease, and if so, specifying each such default of which Tenant is not in Default hereunder notwithstanding may have knowledge, and (iv) as to any mortgage foreclosure or termination other matters reasonably requested by Landlord, it being intended that any such certificate delivered pursuant to this Section 21.4 may be relied upon by a prospective purchaser of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current interest or a mortgagee and/or ground lessor.
B. Tenant agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the of Landlord’s interest of Landlord upon any foreclosure or assignee of any mortgage upon Landlord’s interest in the Real Property or any other party which Landlord wishes to receive said estoppel certificate. Landlord shall at any time and from time to time upon not less than ten (10) days’ prior notice by Tenant, execute, acknowledge, and deliver to Tenant an estoppel certificate, in form satisfactory to Tenant, certifying (i) that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the execution same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Minimum Rent and Additional Rent have been paid and whether any such Minimum Rent or Additional Rent has been paid in advance, (iii) whether Tenant is, to Landlord’s knowledge, in default in performance of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant its obligations under this Lease, so long and if so, specifying each such default of which Landlord may have knowledge, and (iv) as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form to any other matters reasonably requested by Landlord Tenant, it being intended that any such certificate delivered pursuant to confirm the status of this Lease. Failure of Section 21.4 may be relied upon by a prospective assignee or subtenant or any other party which Tenant wishes to timely sign and complete the required receive said estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithcertificate.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Provided that Tenant receives a ----------- -------------------------- Non-Disturbance Agreement (as hereinafter defined) from the holder of any mortgage and the lessor under any ground lease or superior lease encumbering any interest in this Lease, the Premises or the Property, this Lease shall subordinate in all respects to all such mortgages which may now or hereafter be automatically subject placed on or affect the real property of which the Premises are a part, or Landlord's interest or estate therein, and subordinate to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all mortgagessubstitutions therefor, on the terms and conditions of such Non-Disturbance Agreement. Within ten business days after the date of the execution of this Lease, Landlord shall deliver to Tenant an agreement (a "NON-DISTURBANCE AGREEMENT"), in recordable form, from the holder of any such mortgage and/or the lessor under any such ground leases and other instruments lease encumbering this Lease, the Premises or the Property as of the date of this Lease, which agreement shall provide that, in the nature event of that such holder or lessor (or their successor or assignees, including any purchaser at a mortgage foreclosure sale or ground lease now the grantee under any deed in lieu of foreclosure) succeeds to Landlord's title to the Premises or Property or interest under this Lease, such holder or lessor shall recognize Tenant's rights, not disturb Tenant's occupancy, and assume Landlord's obligations, under this Lease. Notwithstanding the generality of the foregoing provisions of this Section XXV, Tenant agrees that any such mortgagee shall have the right at any time hereafter a lien to subordinate any such mortgages or other instruments of security to this Lease. Tenant further covenants and agrees that, in the event of that such holder or lessor (or such successor or assignees) succeeds to Landlord's title to the Premises or Property or interest under this Lease, Tenant shall attorn to such mortgagee or lessor or such purchaser, on the Property without requiring any writing by Tenantterms and conditions of the Non-Disturbance Agreement. Tenant shall, when requestedfrom time to time, promptly (but not later than within ten (10) business days after request) execute and deliver such receiving a written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgagesrequest from Landlord, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten an estoppel certificate (10"ESTOPPEL CERTIFICATE") days after Landlord’s written requestcertifying, Tenant hereby appoints Landlord to the extent true and its successors and assigns, as Tenant’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf the best of Tenant. With respect to mortgages 's knowledge, that this Lease is in full force and other instruments effect and unmodified (or, if there have been modifications, that the same is in full force and effect as modified and stating the nature thereof executed after modifications); that the Term Commencement Dateterm has commenced, the foregoing subordination is expressly conditioned upon full amount of the Rent and Additional Rent then accruing thereunder, and the dates to which the Rent has been paid; that Tenant reserving the right to continued occupancy has accepted possession of the Premises in accordance with and that any improvements required by the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination to be made by Landlord have been completed to the satisfaction of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees Tenant; the amount, if any, that Tenant will recognize has paid to Landlord as its landlord 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 shall attorn is as set forth in the Estoppel Certificate); that Tenant, as of the date of such Estoppel Certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or Additional Rent due or to any person succeeding become due hereunder; that, to the interest knowledge of Tenant, Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed is not then in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant default under this Lease, so long ; and such other facts as Tenant is may be reasonably requested by Landlord or any mortgagee of Landlord and are not in Default hereunder.
C. Within ten (10) days after request ascertainable from the express terms of the Lease. Any Estoppel Certificate may be relied upon by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by any successor of Landlord, any mortgagees of Landlord to confirm or any prospective purchaser of the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithBuilding.
Appears in 1 contract
SUBORDINATION AND ESTOPPEL. A. This Lease shall be automatically subject and subordinate to any and all mortgages, ground leases and other instruments in the nature of a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by TenantXxxxxx. Tenant shall, when requested, promptly (but not later than ten (10) days after request) execute and deliver such written instruments as may be requested by Landlord Xxxxxxxx to confirm the subordination of this Lease to mortgages, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten (10) days after LandlordXxxxxxxx’s written request, Tenant hereby appoints Landlord and its successors and assigns, as TenantXxxxxx’s irrevocable attorney-in-fact to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy of the Premises in accordance with the terms of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant X. Xxxxxx agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant under this Lease, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by Landlord to confirm the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faith.
Appears in 1 contract
Samples: Lease (Cyber-Ark Software Ltd.)
SUBORDINATION AND ESTOPPEL. A. This Provided Tenant has received an SNDA (as that term is defined herein) from the holder of any mortgage encumbering the Premises and such SNDA is in full force and effect, then subject to the terms of such SNDA, this Lease shall be automatically is subject and subordinate in all respects to all mortgages which may now or hereafter be placed on or affect the real property of which the Premises are a part, or Landlord’s interest or estate therein, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements and extensions thereof and all mortgages, ground leases and other instruments in the nature of a mortgage or ground lease now or at any time hereafter a lien on the Property without requiring any writing by Tenantsubstitutions therefor. Tenant shall, when requestedfrom time to time, promptly (but not later than within ten (10) business days after request) execute and deliver request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Premises or the Building, or potential mortgagee of such written instruments as may be requested by Landlord to confirm the subordination of this Lease to mortgagespurchaser, ground leases or other instruments in the nature thereof. Should Tenant fail to execute, acknowledge and deliver such instruments within ten in recordable form a commercially reasonable form of subordination, non-disturbance and attornment agreement (10“SNDA”) days after Landlord’s written request, Tenant hereby appoints Landlord and its successors and assigns, as Tenant’s irrevocable attorney-in-fact with an institutional lender who is or is to execute, acknowledge and deliver any such instrument for and on behalf of Tenant. With respect to mortgages and other instruments in the nature thereof executed after the Term Commencement Date, the foregoing subordination is expressly conditioned upon Tenant reserving the right to continued occupancy become a mortgagee of the Premises substantially in accordance with the terms form of SNDA executed and delivered by Tenant and Landlord’s mortgagee on the date hereof and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, that this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications); that the term has commenced and the full amount of the Rent and Additional Rent then accruing thereunder; the dates to which the Rent and Additional Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the provisions of this Lease for so long as Tenant is not in Default hereunder notwithstanding any mortgage foreclosure or termination to be made by Landlord have been completed to the satisfaction of ground lease. Landlord shall request a non-disturbance agreement from Landlord’s current mortgagee and/or ground lessor.
B. Tenant agrees Tenant; the amount, if any, that Tenant will recognize has paid to Landlord as its landlord 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 shall attorn is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date of such SNDA and/or Estoppel Certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or Additional Rent due or to any person succeeding become due hereunder; that, to the interest knowledge of Tenant, Landlord upon any foreclosure of any mortgage upon the Property or upon the execution of any deed is not then in lieu of such foreclosure in respect of such mortgage, on the condition that such successor in interest does not disturb any of the rights of the Tenant default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, so long as Tenant is not in Default hereunder.
C. Within ten (10) days after request or any purchaser of the Premises or the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, Tenant will promptly complete and sign an estoppel certificate in form requested by any successor of Landlord, any mortgagees of Landlord to confirm or any prospective purchaser or mortgagee of the status of this Lease. Failure of Tenant to timely sign and complete the required estoppel shall, at Landlord’s election, be a Default under this Lease and, in all events, Landlord shall then be authorized to sign the estoppel certificate as Tenant’s agent and the information therein shall be binding upon Tenant provided it is signed by Landlord in good faithBuilding.
Appears in 1 contract
Samples: Lease Agreement (Ade Corp)
