Common use of SUBORDINATION AND ESTOPPEL Clause in Contracts

SUBORDINATION AND ESTOPPEL. This Lease 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 documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building.

Appears in 2 contracts

Samples: Lease Agreement, Lease Agreement (Faro Technologies Inc)

AutoNDA by SimpleDocs

SUBORDINATION AND ESTOPPEL. This 18.1 Tenant accepts this Lease is subject and subordinate in all respects to all mortgages which may now any mortgage, deed of trust, or other lien presently existing or hereafter be placed on or affect upon the real property of which the Premises are a part, or Landlord’s interest or estate thereinLeased Premises, and to each advance made and/or hereafter to be made under any such mortgages, and to all renewals, modifications, consolidations, replacements renewals 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, thereof; but Tenant agrees that any such mortgagee shall have the right at any time to subordinate any such mortgages mortgage, deed of trust or other instruments of security lien to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants Landlord is hereby irrevocably vested with full power and agrees upon demand by Landlord’s mortgagee authority, if it so elects at any time, before to subordinate this Lease to any mortgage, deed of trust, or after other lien hereafter placed upon the institution Leased Premises. Tenant agrees, upon demand to execute such further instruments subordinating this Lease as Landlord may reasonably request, to evidence such subordination. In the event that Tenant should fail to execute any such instrument promptly as reasonably requested, Tenant hereby irrevocably constitutes Landlord its attorney-in-fact to execute such instrument in Tenant’s name, place and stead. Upon the written request of any proceedings for person or party succeeding to the foreclosure interest 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 Tenant shall not be disturbed except under automatically become the provisions tenant of and attorn to such successor in interest without any change in any of the terms of this Lease. In the event the Leased Premises is encumbered by any mortgage, and further agrees to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (10) business days after request from Landlorddeed of trust, or from any mortgagee or potential mortgagee of Landlordother lien, or any potential purchaser of Tenant shall have the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver right to request that Landlord use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingon said xxxx xxxxxx’x standard form.

Appears in 2 contracts

Samples: Lease Agreement (1847 Goedeker Inc.), Lease Agreement (1847 Holdings LLC)

SUBORDINATION AND ESTOPPEL. 17.1. This Lease is and all rights of Tenant hereunder are subject and subordinate in at all respects 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 be placed on or affect Somerset Corporate Center and/or the real property Building of which the Premises are form 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 thereforthereof. This Section XXIV shall be self-operative and no further instrument In confirmation of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXIVsuch subordination, Tenant agrees shall execute promptly any reasonable instrument that Landlord may request, 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 mortgagee other form as may be reasonably required by such mortgagee, which shall have provide that possession or the right at any time to subordinate any such mortgages or other instruments rights of security to this Lease on such terms and subject to such conditions as such mortgagee may deem appropriate Tenant shall not be disturbed in its discretion. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any time, before or after the institution event of any proceedings for the foreclosure of any such mortgages mortgage arising out of any default thereunder or other instruments by the delivery of securitya deed in lieu of foreclosure of such mortgage so long as Tenant shall not be in default, or sale uncured, pursuant to the terms and conditions of this Lease. Tenant further agrees at the option of the Building pursuant to holder of any such mortgages or other instruments of security (which agreement shall survive any such foreclosure sale), mortgage to attorn to such mortgagee or such purchaser upon the holder of any such sale and to recognize mortgage following the foreclosure of such purchaser as Landlord under this Lease, provided that Tenant’s possession shall not be disturbed except under mortgage of the provisions granting of a deed in lieu thereof. Notwithstanding any provision of this LeaseSection 17.1 to the contrary, and further agrees upon notice to execute Tenant by a Mortgagee, this Lease shall become superior, in whole or in part, to the lien of any and all documents as such mortgagee may require to confirm such attornment within a reasonable timemortgage held on the property by said Mortgagee. Tenant shall, Landlord shall obtain from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or potential each current mortgagee of Landlord, or the Property and any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver lessor under any Superior Leases a subordination, non-disturbance and attornment agreement in substantially the form attached hereto as Exhibit E (“SNDA”) 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 G or such other form 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 may be reasonably required by the provisions of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amountsuch mortgagee, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than within thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in execution of this Lease (or has been changed by notice duly given Agreement, and is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date of Tenant shall promptly execute 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingagreement.

Appears in 2 contracts

Samples: Agreement of Lease, Agreement of Lease (Aptalis Holdings Inc.)

SUBORDINATION AND ESTOPPEL. This Lease 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 XXV shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXIVXXV, 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 commercially reasonable documents as such mortgagee may require to confirm such attornment within a reasonable timeten (10) days after demand in writing. Tenant’s failure to timely execute such documents shall, at Landlord’s election, be deemed an Event of Default hereunder. Tenant shall, from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver in recordable form a commercially reasonable form of subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) and an a commercially reasonable 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, neither Landlord nor Tenant is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building. In the event Tenant fails to deliver and execute such SNDA and/or Estoppel Certificate within ten (10) days after demand in writing, at Landlord’s election, such failure shall be an Event of Default hereunder. Tenant does hereby make, constitute and irrevocably appoint Landlord as attorney in fact to execute said documents.

Appears in 1 contract

Samples: Lease (Ace Comm Corp)

SUBORDINATION AND ESTOPPEL. 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 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 documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (10) business days after 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 purchaser, execute, acknowledge and deliver in recordable form a commercially reasonable form of subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) with an institutional lender who is or is to become a mortgagee of the Premises substantially in the 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, 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, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building.

Appears in 1 contract

Samples: Lease (Ade Corp)

SUBORDINATION AND ESTOPPEL. This Lease is subject and shall be subordinate in all respects to all mortgages any ground lease, mortgage, deed of trust, easement, or restriction of record hereafter executed of any property which may now includes the whole or hereafter be placed on or affect the real property any part of which the Premises are 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 in case of such notice TENANT shall upon demand recognize and acorn to the mortgagee or trustee claiming under an entry or foreclosure as entitled to enforce the obligations of TENANT thereafter arising hereunder. Any holder of a partmortgage or deed of trust of property which includes the Premises may at any time subordinate the mortgage or deed of trust to this Lease, or Landlord’s interest or estate thereinwithout TENANT'S consent, by notice to TENANT 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 thereupon this Lease shall be self-operative deemed prior in lien to such mortgage or deed of trust without regard to their respective dates of execution, delivery and no further instrument of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXIV, Tenant agrees record; and in that any event such mortgagee holder shall have the right at any time to subordinate any such mortgages or other instruments of security same rights with respect to this Lease on such terms as though it had been executed and subject delivered prior to such conditions as such mortgagee may deem appropriate in its discretion. Tenant further covenants the execution 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 delivery of the Building pursuant to any such mortgages or other instruments mortgage of security (which agreement shall survive any such foreclosure sale), to attorn 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 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 a holder may otherwise have. TENANT agrees to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten when reasonable needed for delivery to a prospective real estate purchaser (10which term shall include a prospective ground lessee) business days after request from Landlord, or from any mortgagee or potential mortgagee of Landlordmortgage assignee upon not less than fifteen days prior request by OWNER, or any potential purchaser of the Building, or potential mortgagee of such purchaser, to execute, acknowledge and deliver to OWNER a subordination, non-disturbance and attornment agreement statement in the form attached hereto as Exhibit E writing certifying: (“SNDA”a) and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, that this Lease is in full force and effect and unmodified unamended (or, if there have been modifications, any amendments stating the amendments); (b) that the same it is then in full force and effect as modified if that be the fact; (c) the last rent rates and stating the modifications); that the term has commenced service charges determined 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 and (d) any defenses, offsets and counterclaims which TENANT at the time of the Premises and that any improvements required by the provisions of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as exection of the date of such SNDA and/or Estoppel Certificatestatement, has no charge, lien, or claim of offset against TENANT'S obligation to pay rent and to perform its other obligations under this Lease or otherwise against Rent or Additional Rent due or to become due hereunder; thatthat there are none, to if that be the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaserfact. Any SNDA or Estoppel Certificate such statement delivered pursuant to this section may be relied upon by Landlordsuch prospective purchaser, any successor of Landlord, any mortgagees of Landlord mortgagee or any prospective purchaser or mortgagee of the Buildingassignee.

Appears in 1 contract

Samples: Agreement (Call Points Inc)

SUBORDINATION AND ESTOPPEL. 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 is and all rights of Tenant hereunder are subject and subordinate in at all respects times to all ground or underlying leases hereafter made by Landlord (collectively, “Superior Leases”) and to all first mortgages which may now or hereafter be placed on or affect the real property of which Office Complex and/or 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 mortgagesBuilding, and to all renewals, modifications, consolidations, replacements and extensions thereof and all substitutions thereforthereof. This Section XXIV shall be self-operative and no further instrument of subordination shall be required. Notwithstanding As a condition precedent to the generality effectiveness of the foregoing provisions prior sentence, Landlord shall obtain from any ground lessor or mortgagee of Landlord, a non-disturbance agreement (“SNDA”) substantially in the form of Exhibit “E” attached hereto and by this Section XXIVreference 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 agrees that shall not be disturbed in the event of the termination of any such mortgagee shall have the right at any time to subordinate any such mortgages ground lease 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 mortgage arising out of any default thereunder or other instruments by the delivery of securityan assignment or termination of lease or a deed in lieu of foreclosure of such mortgage so long as Tenant shall not be in default, or sale uncured, pursuant to the terms and conditions of this Lease. Tenant further agrees at the option of the Building pursuant to holder of any such mortgages or other instruments of security (which agreement shall survive any such foreclosure sale), mortgage to attorn to such mortgagee or such purchaser upon the holder of any such sale and to recognize mortgage following the foreclosure of such purchaser as Landlord under this Lease, provided that Tenant’s possession shall not be disturbed except under mortgage or the provisions granting of a deed in lieu thereof. Notwithstanding any provision of this LeaseSection 17.1 to the contrary, and further agrees upon notice to execute any and all documents as such mortgagee may require to confirm such attornment within Tenant by a reasonable time. Tenant shallmortgagee, from time to timethis Lease shall become superior, within ten (10) business days after request from Landlord, in whole or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifyingpart, to the extent true, that this Lease is in full force and effect and unmodified (or, if there have been modifications, that lien of any mortgage held on 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 property by the provisions of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingsaid mortgagee.

Appears in 1 contract

Samples: Agreement of Lease (Dendrite International Inc)

SUBORDINATION AND ESTOPPEL. This Subject to the terms and conditions herein, this Lease is and shall be subject and subordinate in all respects to all mortgages and other security interests 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, Building and to all renewals, modifications, consolidations, replacements and extensions of such mortgages and other security interests; provided, however, that in the event the holder of any mortgage encumbering the Building or any party claiming superior rights to Tenant with respect to the Premises (each a “Priority Party,” collectively, “Priority Parties”) succeeds to the interest of Landlord by foreclosure, deed in lieu thereof and all substitutions therefor. This Section XXIV or otherwise, such Priority Party shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the generality not disturb Tenant’s possession, enjoyment, use or occupancy of the foregoing provisions of this Section XXIV, Tenant agrees that any such mortgagee Premises and 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 Landlordrecognize Tenant’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 rights under this Lease, provided that and Tenant shall attorn to Priority Party. Tenant shall execute and deliver, no more than twice per any Lease Year, upon such request, any commercially reasonable instrument which such Priority Party may request (and which must be reasonably acceptable to Tenant) to evidence such attornment and non-disturbance. In such event, Landlord shall pay Tenant’s possession reasonable attorneys’ fees incurred in connection Landlord’s request to execute such commercially reasonable document in an amount not to exceed Two Thousand and No/100 Dollars ($2,000.00); however, such fee shall not be disturbed except under payable in connection with the provisions of this Lease, and further agrees to execute any and all documents Initial SNDA (as such mortgagee may require to confirm such attornment within a reasonable timehereinafter defined). Tenant shallagrees, from time to timenot more than twice per any Lease Year, within upon not less than ten (10) business days after request from days’ prior notice by Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, to execute, acknowledge and deliver to Landlord, a subordinationstatement in writing addressed to Landlord, non-disturbance and attornment agreement in the form attached hereto a purchaser of Landlord’s interest, or a Priority Party (as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”defined below) 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 actual commencement and the full amount expiration dates of the Rent and Additional Rent then accruing thereunderLease; stating the dates to which the Base Annual Rent and Additional Rent has other charges, if any, have been paid; that the Premises have been completed on or before the date of such certificate; that all conditions precedent to the Lease taking effect have been carried out, that Tenant has accepted possession 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 Premises performance of any covenant, agreement, term, provision or condition contained in this Lease, and that any improvements required by if so, specifying each such default of which the provisions of this Lease to be made by Landlord signer may have been completed to actual knowledge and the satisfaction of Tenant; the amountclaims or offsets, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed claimed by notice duly given and 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested required by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of 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, Landlord, and any prospective purchaser or Priority Party, may conclusively presume and rely only upon the following facts as of the date Tenant received the statement: (i) that the terms and provisions of this Lease 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 shall be estopped from denying the truth of such facts. Notwithstanding anything herein to the contrary, the parties’ obligations under this Lease are conditioned upon delivery by Landlord to Tenant of a subordination, non-disturbance and attornment agreement from Landlord’s current lender substantially in the form attached hereto as Exhibit E (“Initial SNDA”) within sixty (60) days after the date of this Lease. If Landlord fails to deliver an Initial SNDA within such sixty

Appears in 1 contract

Samples: Lease (Enova International, Inc.)

SUBORDINATION AND ESTOPPEL. 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 is subject and shall subordinate in all respects to all such mortgages which may now or hereafter be placed on or affect the real property of which the Premises are a part, or Landlord’s '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, on the terms and conditions of such Non-Disturbance Agreement. This Section XXIV Within ten business days after the date of the execution of this Lease, Landlord shall be selfdeliver to Tenant an agreement (a "NON-operative DISTURBANCE AGREEMENT"), in recordable form, from the holder of any such mortgage and/or the lessor under any such ground lease encumbering this Lease, the Premises or the Property as of the date of this Lease, which agreement shall provide that, in the event of that such holder or lessor (or their successor or assignees, including any purchaser at a foreclosure sale or 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 no further instrument of subordination shall be requiredassume Landlord's obligations, under this Lease. Notwithstanding the generality of the foregoing provisions of this Section XXIVXXV, 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 discretionLease. Tenant further covenants and agrees upon demand by that, in the event of that such holder or lessor (or such successor or assignees) succeeds to Landlord’s mortgagee at any time's title to the Premises or Property or interest under this Lease, 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 Tenant shall survive any such foreclosure sale), to attorn to such mortgagee or lessor or such purchaser upon any such sale purchaser, on the terms and to recognize such purchaser as Landlord under this Lease, provided that Tenant’s possession shall not be disturbed except under conditions of the provisions of this Lease, and further agrees to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable timeNon-Disturbance Agreement. Tenant shall, from time to time, within ten (10) business days after receiving a written request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”"ESTOPPEL CERTIFICATE") certifying, to the extent truetrue and to the best of Tenant's knowledge, 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 commenced, the full amount of the Rent and Additional Rent then accruing thereunder; , and 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 terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters facts as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser Landlord and are not ascertainable from the express terms of the Building, or potential mortgagee of such purchaserLease. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building.

Appears in 1 contract

Samples: Lease Agreement (Sycamore Networks Inc)

SUBORDINATION AND ESTOPPEL. This Lessee agrees that this Lease is and shall remain subject and subordinate in to and may be assigned as security for any present and all respects future ground leases or underlying leases of the Building or of the real property upon which the Building is located and to and for all mortgages or deeds of trust which may now or hereafter be placed on affect such leases or affect the Building or the real property of upon which the Premises are a part, or Landlord’s interest or estate therein, Building is located and to each advance made and/or hereafter to be made under any such mortgages, and to for all renewals, modifications, consolidations, replacements replacements, and extensions thereof and all substitutions thereforof any such leases, mortgages or deeds of trust. This Section XXIV clause shall be self-operative and no further instrument of subordination shall be required. Notwithstanding the generality of the foregoing provisions of this Section XXIVnecessary to effect such subordination; however, Tenant agrees that Lessee shall execute promptly and deliver to Lessor any such mortgagee shall have certificate or certificates in writing as Lessor may request evidencing 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 documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) 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 subordination of this Lease to be made by Landlord have been completed to or the satisfaction assignment of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty as additional security for such ground lease, underlying lease, mortgage, or deed of trust, and Lessee hereby appoints Lessor as its attorney-in-fact coupled with an interest to execute any such certificate or assignment on Lessee's behalf in default of such execution by Lessee. If the building or the Land or a leasehold interest therein is sold pursuant to a private sale, a court order, any foreclosure proceeding, or pursuant to a power of sale contained in any mortgage or deed of trust, the purchaser at any time at any such sale will have the option upon sale of either (30i) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in terminating this Lease and all rights and obligations of Lessee hereunder or (or has been changed by notice duly given and 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 ii) affirming this Lease or otherwise against Rent or Additional Rent due or to become due and assuming all rights and obligations of Lessor hereunder; that, to the knowledge of Tenant, Landlord is not then in default under and if such purchaser so affirms this Lease; and , Lessee will execute an Attornment Agreement with such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of not in conflict herewith at the Building, or potential mortgagee request of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Building.

Appears in 1 contract

Samples: Speizman Industries Inc

SUBORDINATION AND ESTOPPEL. This Lease is lease shall be 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 documents as such mortgagee may require to confirm such attornment within mortgages and other instruments in the nature of a reasonable time. Tenant mortgage, now or any time hereafter affecting the leased premises, and LESSEE shall, when requested, promptly execute and deliver such written instruments as shall be reasonably customary and necessary to show the subordination of this lease to said mortgage or other such instruments in the nature of a mortgage. Each party agrees from time to time, within ten (10) business days after written request from Landlordby the other, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, to execute, acknowledge and deliver a subordinationto the requesting party (and/or, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifyingcase of LESSOR, to the extent true, any mortgagee or prospective purchaser) a statement in writing certifying that this Lease lease is unmodified and in full force and effect and unmodified (or, if there have been modifications, that the same is in full force certifying party has no defenses, offsets, or counterclaims against its obligations, including as to LESSEE the obligation to pay rent and effect as modified any additional rent or other charges and stating the modifications); that the term has commenced to perform its other covenants under this lease, and the full amount of the Rent and Additional Rent then accruing thereunder; the dates to which the Rent rent and Additional Rent has any additional rent or other charges have been paid; . Notwithstanding the foregoing, such subordination shall be conditioned on LESSOR's obtaining the holder's written agreement that, subject to such reasonable qualifications as such holder may reasonably impose, in the event that Tenant has accepted the holder shall succeed to the interests of LESSOR hereunder pursuant to such mortgage, ground lease or other encumbrance, then so long as no Default of LESSEE exists hereunder, LESSEE's right to possession of the Premises leased premises shall not be disturbed and that any improvements required by the provisions of LESSEE's other rights hereunder shall not be adversely affected (and this Lease to shall not be made terminated) by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date any foreclosure of such SNDA and/or Estoppel Certificate, has no charge, lien, mortgage or claim of offset under this Lease encumbrance or otherwise against Rent or Additional Rent due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee termination of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingground lease.

Appears in 1 contract

Samples: Palomar Medical Technologies Inc

SUBORDINATION AND ESTOPPEL. 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 is and all of the rights of Tenant hereunder shall be subject and subordinate in at all respects times to all deeds of trust or 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 thereforthereof. This Section XXIV shall be self-operative and no further instrument At the request of subordination shall be required. Notwithstanding Landlord or the generality holder of the foregoing provisions such mortgage or deed of this Section XXIVtrust, Tenant agrees shall execute, acknowledge and deliver promptly in recordable form any instrument or subordination agreement that any Landlord or such mortgagee holder may request; provided, however, that such instrument shall have include a provision requiring the right purchaser at any time to subordinate any such mortgages foreclosure sale or other instruments of security execution sale to continue this Lease on in full force and effect in the same manner as if such terms purchaser were the Landlord so long as Tenant is not otherwise in default and subject to such conditions as such mortgagee may deem appropriate in its discretion. requiring 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 purchaser. If Tenant fails to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, instrument within ten (10) business days after a request to do so, such failure shall be a material default under this Lease. Within ten (10) days after request from therefor by Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge Tenant agrees to execute and deliver a subordination, non-disturbance and attornment agreement in the recordable form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate to any holder of a mortgage or proposed mortgage or proposed purchaser or to Landlord certifying (“Estoppel Certificate”if such is the case) certifying, to the extent true, that this Lease is unmodified and in full force and effect (and unmodified (or, if there have has been modificationsany 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 term has commenced and enforcement thereof or stating those claimed by Tenant; stating the full amount of the Rent and Additional Rent then accruing thereunder; the dates date to which the Rent rent and Additional Rent has been other sums due hereunder are paid; that Tenant has accepted possession of 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 any improvements required by the provisions of this Lease to is in full force and effect and has not been modified except as may be made represented by Landlord have been completed to the satisfaction of Tenant; the amount, if anyLandlord, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease rent or other payment has been paid more than thirty 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 deliver such estoppel certificate within said ten (3010) days days, Tenant shall and does hereby irrevocably appoint Landlord as Tenant's attorney in advance fact to execute and deliver such certificate. Failure of its due date; that the address for notices Tenant to provide such statement, whether Landlord acts as agent to provide a statement or not, shall be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in a material default under this Lease; , and such Tenant shall indemnify Landlord for all liabilities, costs, expenses and losses (including forfeited deposits, lost opportunity to pay lower interest or to obtain additional investment funds and other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingconsequential damages.)

Appears in 1 contract

Samples: Office Space Lease (Kaleidoscope Media Group Inc)

AutoNDA by SimpleDocs

SUBORDINATION AND ESTOPPEL. 12. 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 subject and subordinate in to the Master Lease and all respects other ground or underlying leases and to all mortgages which may now or hereafter be placed on affect such leases or affect the real property of which the Premises are premises form 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 thereforthereof. This Section XXIV Article shall be self-operative and no further instrument of subordination shall be requirednecessary. Notwithstanding the generality In confirmation of the foregoing provisions of this Section XXIVsuch subordination, Tenant agrees Lessee shall execute promptly any certificate 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 Lessor may request. Lessee hereby appoints Lessor 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 Lessee's irrevocable attorney-in-fact to execute any document of subordination on behalf of Lessee. In the event that the Master Lease or any ether ground or underling lease is terminated, 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 other proceedings for enforcement of any mortgage, or if the holder of any mortgage acquires a lease in 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 documents 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 mortgagee may require purchaser, assignee or lessee, were the landlord originally named in 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 this 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 confirm such attornment within a reasonable timethe 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. Tenant shallIf the Master Lease is renewed, from then the term of this lease shall expire as hereinabove set forth. From time to time, within Lessee, on at least ten (10) business days after days' prior written request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and by Lessor will deliver to Lessor a subordination, non-disturbance and attornment agreement statement in the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, writing certifying that this Lease lease is unmodified and in full force and effect and unmodified (or, or if there shall 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 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 to be made by Landlord other charges have been completed to paid and stating whether or not the satisfaction Lessor is in default in performance of Tenant; the amountany covenant, agreement, or condition contained in this lease and, if anyso, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance specifying each such default of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as which Lessee may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildinghave knowledge.

Appears in 1 contract

Samples: Lease (Fundex Games LTD)

SUBORDINATION AND ESTOPPEL. This Lease is and shall be subject and subordinate in to any and all respects to all mortgages which may now mortgage, deed of trust and other liens created by Lessor, whether presently existing or hereafter be placed on arising, upon the Leased Premises or affect upon the real property of which the Premises are a part, Project or Landlord’s interest or estate thereinany portion thereof, and to each advance made and/or hereafter to be made under any renewals, refinancings and extensions thereof, provided any such mortgages, and mortgagee agrees 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 execute an agreement not to disturb or otherwise interfere with the generality Lessee’s possession of the foregoing provisions Leased Premises for the unexpired term of this Section XXIVthe Lease, Tenant but Lessee agrees that any such mortgagee shall have the right at any time to subordinate any such mortgages or mortgages, deeds of trust and other instruments of security liens to this Lease on such terms and subject to such conditions as such mortgagee interest holder may deem appropriate in its reasonable discretion. Tenant further covenants and Lessee 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 documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, it will from time to time, within ten (10) business days after upon request from Landlordby Lessor, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge execute and deliver within 10 (ten) days to such persons as Lessor shall request a subordination, non-disturbance and attornment agreement statement in the recordable form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, certifying that this Lease is unmodified and in full force and effect and unmodified (or, or if there have been modifications, that the same is in full force and effect as modified and stating the modificationsso modified); that the term has commenced and the full amount of the Rent and Additional Rent then accruing thereunder; stating the dates to which the Rent rent and Additional Rent has other charges payable under this Lease have been paid; stating that Tenant has accepted possession Lessor is not in default hereunder (or if Lessee alleges a default, stating the nature of such alleged default); the Premises and that any improvements required by the provisions subordinate position of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this LeaseLessor’s mortgage; and further stating such other matters as Lessor or its mortgagee shall reasonably require. Exhibit “G” (Subordination, Attornment and Non-Disturbance Agreement) attached hereto indicates language that is currently acceptable; however, Lessee acknowledges that the mortgagee may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of modify the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildinglanguage stated in Exhibit “G” from time to time in its own reasonable discretion.

Appears in 1 contract

Samples: Lease Agreement (Jacksonville Bancorp Inc /Fl/)

SUBORDINATION AND ESTOPPEL. (a) SNDA. This Lease is subject and shall be subordinate in all respects to all mortgages which may the lien of any mortgage, deed to secure debt or any other method of financing or refinancing now or hereafter be placed on or affect encumbering the real property of which Leased Premises (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“Mortgage Lien”), and to all renewalsadvances made, modificationsor hereafter to be made, consolidationsupon the security thereof; provided that, 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 XXIVupon request by Landlord, 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 within twenty (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 documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (1020) business days after such written request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge execute and deliver a subordination, non-disturbance nondisturbance and attornment agreement in the form attached hereto as Exhibit E (an “SNDA”) in form and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, that substance as Exhibit E attached hereto and incorporated herein by 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the SNDA and/or Estoppel Certificate); that Tenant, as of the date of such SNDA and/or Estoppel Certificate, has no charge, lienreference, or claim of offset under this Lease in any other form or otherwise against Rent or Additional Rent due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be substance reasonably requested by Landlord or any mortgagee mortgage lender or potential mortgagee lien holder, if such SNDA provides that the rights of LandlordTenant under this Lease, or any purchaser and the possession of the BuildingLeased Premises by Tenant, shall not be disturbed so long as Tenant is not in default hereunder. If any proceedings are brought for the foreclosure of any Mortgage Lien, then Tenant shall: (a) attorn to the purchaser upon any sale resulting directly or potential mortgagee indirectly from such proceedings; and (b) recognize the purchaser as Landlord hereunder. Notwithstanding the foregoing, the subordination of such purchaser. Any this Lease to future Mortgages shall be subject to Tenant’s receipt of an SNDA or Estoppel Certificate may in the form attached hereto and incorporated herein as Exhibit E with any changes 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 relied upon by Landlord, disturbed notwithstanding any successor of Landlord, any mortgagees default of Landlord or any prospective purchaser or mortgagee under such Mortgage, and Landlord shall, within thirty (30) days of the Buildingexecution 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. Except as expressly provided in the form of SNDA attached hereto as Exhibit E, in no event shall any SNDA require Tenant to agree to any increase in its financial obligations under this Lease or materially increase Tenant’s obligations under this Lease.

Appears in 1 contract

Samples: Lease (Dirtt Environmental Solutions LTD)

SUBORDINATION AND ESTOPPEL. This In the event any mortgagee shall elect to have this Lease is subject a prior lien to its mortgage, then and subordinate in all respects such event, upon such mortgagee notifying the Tenant in writing to all mortgages which may now or hereafter be that effect, this Lease shall 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 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 record prior to such conditions as such mortgagee may deem appropriate in its discretionmortgage. Tenant further covenants and agrees upon demand by Landlord’s mortgagee at any timeagrees, before or after in the institution of event any proceedings are brought for the foreclosure of any such mortgages or other instruments of securityof, or sale in the event of exercise of the Building pursuant to power of sale under any such mortgages mortgage covering the demised premises, whether or other instruments of security (which agreement shall survive any not this Lease is terminated by such foreclosure or sale), to that Tenant will, upon request by the purchaser, attorn to such mortgagee or such the purchaser upon any such foreclosure or sale and to recognize any such purchaser as the Landlord under this Lease, provided 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 lease between the purchaser and Tenant’s possession . Tenant, upon request of any party in interest, shall not execute such instrument or instruments as shall be disturbed except under requested to carry out the provisions requirements of this Leaseparagraph, and further agrees if Tenant fails to execute and deliver any such instrument, Tenant irrevocably constitutes and all documents appoints Landlord as Tenant's special attorney-in-fact to execute and deliver any such mortgagee may require to confirm such attornment within a reasonable timeinstrument. Tenant shall, from time to time, within Within ten (10) business days after request notice from Landlord, or from any mortgagee or potential mortgagee of Tenant shall execute and deliver to Landlord, in recordable form, a certificate stating that this lease is unmodified and is in 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 potential purchaser security deposit, and such other information as Landlord shall 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 the Building, or potential mortgagee of such purchaser, execute, acknowledge party requesting the certificate and deliver a subordination, non-disturbance and attornment agreement in any successor the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifying, to party requesting the extent truecertificate, that this Lease is in full force and effect and unmodified (or, if there have has not 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters except as may be reasonably requested represented by Landlord or the party requesting the certificate. If a party fails to deliver the certificate within the ten (10) days, the party failing to deliver the certificate irrevocably constitutes and appoints the other party as its special attorney-in-fact to execute and deliver the certificate to any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingthird party.

Appears in 1 contract

Samples: Lease Agreement (Commtouch Software LTD)

SUBORDINATION AND ESTOPPEL. 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 is and all of the rights of Tenant hereunder shall be subject and subordinate in at all respects times to all deeds of trust or 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 thereof; provided, however, that in the case of subordination shall be required. Notwithstanding any future mortgages or deeds of trust, the generality mortgagee or beneficiary of the foregoing provisions deed of trust shall enter into an agreement providing that so long as Tenant performs its obligations under this Section XXIVLease, Tenant’s occupation of the Premises shall not be disturbed. At the request of Landlord or the holder of such mortgage or deed of trust, Tenant agrees shall execute, acknowledge and deliver promptly in recordable form any instrument or subordination agreement that any Landlord or such mortgagee holder may request; provided, however, that such instrument shall have include a provision requiring the right purchaser at any time to subordinate any such mortgages foreclosure sale or other instruments of security execution sale to continue this Lease on in full force and effect in the same manner as if such terms purchaser were the Landlord so long as Tenant is not otherwise in default and subject to such conditions as such mortgagee may deem appropriate in its discretion. requiring 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 purchaser. If Tenant fails to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, instrument within ten (10) business days after a request to do so, such failure shall be a material default under this Lease. Within ten (10) days after request from therefor by Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge Tenant agrees to execute and deliver a subordination, non-disturbance and attornment agreement in the recordable form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate to any holder of a mortgage or proposed mortgage or proposed purchaser or to Landlord certifying (“Estoppel Certificate”if such is the case) certifying, to the extent true, that this Lease is unmodified and in full force and effect (and unmodified (or, if there have has been modificationsany 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 term has commenced and enforcement thereof or stating those claimed by Tenant; stating the full amount of the Rent and Additional Rent then accruing thereunder; the dates date to which the Rent rent and Additional Rent has been other sums due hereunder are paid; that Tenant has accepted possession of 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 any improvements required by the provisions of this Lease to is in full force and effect and has not been modified except as may be made represented by Landlord have been completed to the satisfaction of Tenant; the amount, if anyLandlord, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease rent or other payment has been paid more than thirty 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 deliver such estoppel certificate within said ten (3010) days days, Tenant shall and does hereby irrevocably appoint Landlord as Tenant’s attorney in advance fact to execute and deliver such certificate. Failure of its due date; that the address for notices Tenant to provide such statement, whether Landlord acts as agent to provide a statement or not, shall be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in a material default under this Lease; , and such Tenant shall indemnify Landlord for all liabilities, costs, expenses and losses (including forfeited deposits, lost opportunity to pay lower interest or to obtain additional investment funds and other matters as may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildingconsequential damages.)

Appears in 1 contract

Samples: Office Lease (Cougar Biotechnology, Inc.)

SUBORDINATION AND ESTOPPEL. 12. 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 subject and shall be [ILLEGIBLE] and subordinate in to the Master Lease and all respects other ground or underlying leases and to all mortgages which may now or hereafter be placed on affect such leases or affect the real property of which the Premises are premises form 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 thereforthereof. This Section XXIV Article shall be self-operative and no further instrument of subordination shall be requirednecessary. Notwithstanding the generality In confirmation of the foregoing provisions of this Section XXIVsuch subordination, Tenant agrees Lessee shall execute promptly any certificate 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 Lessor may require. Lessee hereby appoints Lessor 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 Lessee's irrevocable attorney-in-fact to execute any document of subordination on behalf of Lessee. In the event that the Master Lease or any other ground or underlying lease is 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 other proceedings for enforcement of any mortgage or if the holder of any mortgage acquires a lease in 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 documents 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 mortgagee may require purchaser, assignee or lessee, were the landlord originally named in 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 this 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 confirm such attornment within a reasonable timethe 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. Tenant shallIf the Master Lease is renewed, from then the term of this lease shall expire as hereinabove set forth. From time to time, within Lessee, on at least ten (10) business days after days' prior written request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and by Lessor will deliver to Lessor a subordination, non-disturbance and attornment agreement statement in the form attached hereto as Exhibit E (“SNDA”) and an estoppel certificate (“Estoppel Certificate”) certifying, to the extent true, writing certifying that this Lease lease is unmodified and in full force and effect and unmodified (or, or if there shall 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 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 to be made by Landlord other charges have been completed to paid and stating whether or not the satisfaction Lessor is in default in performance of Tenant; the amountany covenant, agreement, or condition contained in this lease and, if anyso, that Tenant has paid to Landlord as a security deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance specifying each such default of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as which Lessee may be reasonably requested by Landlord or any mortgagee or potential mortgagee of Landlord, or any purchaser of the Building, or potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees of Landlord or any prospective purchaser or mortgagee of the Buildinghave knowledge.

Appears in 1 contract

Samples: Lease (Toymax International Inc)

SUBORDINATION AND ESTOPPEL. This 8.1. Tenant agrees that this Lease is subject and subordinate in all respects to all ground or underlying leases and to the lien of any mortgages or deeds of trust which may are now or may hereafter be placed on or affect made a lien upon the real property of which the Premises are a part, or Landlord’s interest or estate thereinReal Property, and to each advance all advances made and/or or hereafter to be made under any such mortgages, upon the security thereof and to all recastings, renewals, modifications, consolidations, replacements and extensions thereof of any such lease(s), mortgage(s) or deed(s) of trust, and to all substitutions thereforincreases and voluntary and involuntary advances made thereunder. This Section XXIV subordination provision shall be self-operative and no further instrument of subordination shall be required. Notwithstanding , provided, however, that without in any way modifying the generality self-operative nature of this Paragraph, Tenant, within five (5) business days of Landlord’s request, shall execute and deliver such further instrument or instruments confirming this subordination as shall be desired by Landlord or by any mortgagee or proposed mortgagee 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 discretionReal Property. Tenant further covenants and agrees upon demand by to attorn to, recognize and be bound to, as its new Landlord’s mortgagee , any purchaser at any time, before foreclosure sale or after the institution of any proceedings for the foreclosure of any such mortgages or other instruments of security, or sale of party which acquires title to the Building pursuant to the exercise of any such mortgages remedy provided for in any mortgage or other instruments by reason 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 acceptance of this Leasea deed in lieu of foreclosure, and further agrees to execute any and all documents as such mortgagee may require to confirm such attornment within a reasonable time. Tenant shall, from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or potential mortgagee of Landlord, or any potential purchaser of the Building, or potential mortgagee of such purchaser, execute, acknowledge and deliver a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit E (“SNDA”) 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 shall continue in full force and effect as modified a direct Lease between Tenant and stating the modifications); said party. Tenant agrees to execute such further evidence of attornment to any such party as such party shall reasonably require. Tenant agrees 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 to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a security deposit; that in no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the 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 become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or event shall any mortgagee or potential mortgagee any such person, whether in the capacity of Landlord, holder of a mortgage secured by the Real Property or any purchaser in the capacity of successor landlord by virtue of the Buildingexercise 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 potential mortgagee of such purchaser. Any SNDA or Estoppel Certificate may be relied upon by Landlord, any successor of Landlord, any mortgagees omission of Landlord which occurred prior to the date that such mortgagee or any prospective purchaser or mortgagee of party acquires title to the BuildingReal Property.

Appears in 1 contract

Samples: Lease Agreement (Jerrick Media Holdings, Inc.)

Time is Money Join Law Insider Premium to draft better contracts faster.