SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project. (b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent. (c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project. (d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 5 contracts
Samples: Office Lease (Worldwide Wireless Networks Inc), Office Lease (Worldwide Wireless Networks Inc), Office Lease (Worldwide Wireless Networks Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any commercially reasonable instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a commercially reasonable subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the documenttrust or mortgage; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to . Tenant hereby waives its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or rights under any current or prospective purchaser, holder of future law which gives or purports to give Tenant any Security Document, ground lessor right to terminate or master lessor, including, but without limitation, that (i) otherwise adversely affect this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact obligations of Tenant to execute and deliver such statement hereunder in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building foreclosure proceeding or the Projectsale.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 2 contracts
Samples: Office Lease (Sienna Biopharmaceuticals, Inc.), Office Lease (Sienna Biopharmaceuticals, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute security title to, a lien upon or affect the Project; , the Building or the Premises. Landlord represents to Tenant that there are no Security Documents encumbering the Building as of the Date of this Lease. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's estate or ’s interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option time such successor- in-interest obtains ownership of such successor in interestthe Premises. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be reasonably required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trustto secure debt or mortgage, in the form reasonably required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such reasonable time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's shall agree in writing on said party’s then-standard form for such purpose or otherwise pursuant (subject to any other form in common use commercially reasonable negotiation by institutional lendersTenant) that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by as long as Tenant is not in default under this Lease. Tenant agrees to negotiate diligently and in good faith with such holder so long for the purpose of completing and executing the subordination, non-disturbance and attornment instrument; provided, however, that if Tenant and such holder or new landlord cannot agree to commercially reasonable terms, Tenant hereby acknowledges and agrees that the form attached as no default hereunder shall occur, Exhibit H hereto and incorporated herein by this reference is a form acceptable to Tenant shall attorn to and that Tenant will enter into such form with such holder or new landlord in the record owner of the Projectform attached as Exhibit H upon written request from Landlord.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust to secure debt or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosureforeclosure shall notify Tenant following such foreclosure and following Tenant’s receipt of such notice (which notice shall include contact information for such new landlord), Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) [Intentionally deleted.]
(d) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best then current, actual knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(de) In additionLandlord represents that there are no present ground or underlying leases of the Building or Project, and not that no Security Documents are now in lieu force against the Building or Project, or any part thereof, as of the foregoing, as a condition Date of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timethis Lease.
Appears in 2 contracts
Samples: Office Lease (SecureWorks Corp), Office Lease (SecureWorks Holding Corp)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that This Lease is junior, subject, and subordinate to all ground leases, mortgages, deeds of trust, and other encumbrances and security instruments of any kind now or in the future encumbering the Premises, the Shopping Center, or any portion thereof. Landlord reserves the right to place liens and other encumbrances on the Premises, the Shopping Center, or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the the' execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, Tenant covenants and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon demand such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and as may be requested by Landlord. Notwithstanding such subordination, Tenant's duty hereunder right to execute any documents evidencing such subordination) shall be subject to quiet possession of the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease Premises shall not be disturbed by such holder future encumbrances so long as no default hereunder Tenant shall occurpay the rent and observe and perform all of the provisions of this Lease to be observed and performed by Tenant, and unless this Lease is terminated pursuant to specific provisions relating thereto contained in this Lease. In the event of the foreclosure of any such lien or encumbrance, or the transfer of title to or Landlord's leasehold interest in the Premises or the Shopping Center, Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgagetransferee, deed of trust or other Security Document made by Landlord covering the Premises, at the election of and will recognize such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same transferee as Landlord under this Lease, Lease provided that Tenant's right to quiet possession of the Premises is not affected solely as a result of such successor expressly agrees in writing to be bound to all future obligations by the terms foreclosure or transfer and that Tenant receives a notice from Landlord informing Tenant of this Lease, and if so requested, such change. Tenant shall enter into a new lease with that successor on the same terms at any time and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect from time to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five twenty (520) days' days prior notice by from Landlord, execute, acknowledge and deliver to Landlord or any proposed mortgagee, purchaser or successor in interest, a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in in, full force and effect (or if there have been modifications, that the same is are in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rentminimum rent, Rent additional rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto , and stating such other reasonable matters as Exhibit "F" is hereby approved by Landlord may request Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant acknowledges that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 paragraph may be relied upon by Landlord, any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrance thereof or any assignee of any such encumbrance upon the Building Premises or the ProjectShopping Center.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 2 contracts
Samples: Shop Lease (Wasatch Food Services Inc), Shop Lease (Wasatch Food Services Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five ten (510) days of demand therefor execute any commercially reasonable instruments or other documents which may be reasonably required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five ten (510) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments hereunder if not cured within five (5) days after receipt of a second written notice from Landlord requesting execution and delivery thereofadvising Tenant of its failure to timely execute such documents; provided, however, the new landlord or the holder of any Security Document shall agree that Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is not in default under this Lease. Notwithstanding any provision anything to the contrary contained herein, Tenant’s subordination of this Lease to the contrary, the subordination of this Lease (any future security devices entered into by Landlord and Tenant's duty hereunder to execute any documents evidencing such subordination) attornment obligations in connection therewith shall be subject to receiving a non-disturbance agreement (a “Non-Disturbance Agreement”) from the holder of lender on the lender’s then current form, which such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) Non-Disturbance Agreement shall provide that Tenant's ’s possession of the Premises, and this Lease shall Lease, including any options to extend the term hereof, will not be disturbed by such holder so long as no default hereunder shall occur, Tenant is not in breach hereof and Tenant shall attorn attorns to the record owner of the ProjectPremises.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) [Intentionally Deleted].
(d) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(c(e) subparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 2 contracts
Samples: Office Lease (Health Catalyst, Inc.), Office Lease (Health Catalyst, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, trust security interests, mortgages, master leases, leases ground leases or other security documents and any and all modifications, modifications renewals, extensions, extensions consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Documents Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five ten (510) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five ten (510) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contraryhereunder provide d, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If lf any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, mortgage deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, lessor master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as a Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor Landlord (the secured party for purposes hereof) shall have and Tenant shall(the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon not less than five all goods, wares, equipment, fixtures, furniture, inventory and other tangible personal property of Tenant (5and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. Ln the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days' prior ’ notice by to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, executethe express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified the original Tenant warrants and stating represents that the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not collateral subject to the best knowledge of Tenant, Landlord security interest granted herein is in default in the performance of any covenant, agreement not purchased or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved used by Tenant for use personal, family or household purposes. Tenant further warrants and represent to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord execute a lien waiver in connection therewith, Landlord shall, in its reasonable discretion, based upon Landlord’s review of Tenant’s financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to this Subparagraph 16(c); howevera lien subordination on Landlord’s standard form, at Landlord's option, provided that Tenant delivers such request in writing to Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute together with a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorneynon-in-fact of Tenant to execute and deliver such statement refundable processing fee in the event that Tenant fails to execute and deliver such statement within five amount of Five Hundred Dollars (5) days after notice from Landlord requesting execution and delivery thereof$500.00). Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of Notwithstanding the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose however if Landlord incurs processing costs (including moving inattorneys’ fees) in connection with any such request which exceed Five Hundred Dollars ($500.00), then Tenant shall execute and deliver reimburse Landlord for such excess within three (3) business days following Tenant’s receipt of invoice(s) therefor from Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to Landlord a certificate substantially encumber its leasehold interest in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timePremises.
Appears in 2 contracts
Samples: Office Lease (Zoom Video Communications, Inc.), Office Lease (Zoom Video Communications, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that a. This Lease is junior, subject and subordinate to all ground leases, mortgages and other security instruments of any kind now covering the Property or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Property or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in Notwithstanding the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsforegoing, Tenant shall, notwithstanding such subordination, attorn to covenants and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon request such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall as my be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use requested by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Landlord.
b. Tenant shall attorn at any time and from time to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shalltime, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing and in form and substance satisfactory to Landlord certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default default, of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for Any such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 Section may be relied upon by any prospective purchaser of the fee of the Building or the Project Property or any mortgagee, ground lessor or other like encumbrancer exhibits thereof or any assignee of any such encumbrance upon the Building or the Projectperson.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 2 contracts
Samples: Lease Agreement (Fabrinet), Lease Agreement (Fabrinet)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord execute a lien waiver in connection therewith, Landlord shall, in its reasonable discretion, based upon Landlord’s review of Tenant’s financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to a lien subordination on Landlord’s standard form, provided that Tenant delivers such request in writing to Landlord together with a nonrefundable processing fee in the amount of Three Hundred Dollars ($300.00). Notwithstanding the foregoing, however, if Landlord incurs processing costs (including attorneys’ fees) in connection with any such request which exceed Three Hundred Dollars ($300.00), then Tenant shall reimburse Landlord for such excess within three (3) business days following Tenant’s receipt of invoice(s) therefor from Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the Premises.
(d) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 2 contracts
Samples: Office Lease (Aethlon Medical Inc), Office Lease (Medianet Group Technologies Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that In consideration of the execution of this Lease and by Lessor but subject to the rights of Tenant hereunder shall be subjected and subordinate express condition that Lessee is provided a commercially reasonable subordination non-disturbance (“SNDA”) agreement from each lender or other party holding a superior interest as hereinafter described, Lessee accepts this Lease subject to any and all deeds of trust, security interests, mortgages, master leases, ground leases security interest or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") first mortgage which might now or hereafter constitute a lien upon or affect the Project; the Building or Improvements therein or on the PremisesPremises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the Property. Such subordination Although no instrument or act on the part of the Lessee shall be effective without the necessity of the execution by Tenant of any additional document necessary to effectuate such subordination (except for the purpose SNDA described above), Lessee shall, nevertheless, for the purposes of evidencing or effecting such subordination. In additionconfirmation, Landlord shall have he right to subordinate or cause to be subordinated at any such Security Documents to this Leasetime hereafter, and in such caseon demand, in the event of the termination form(s) prescribed by Lessor, execute any Instruments, certificates, releases or transfer of Landlord's estate other documents that may be requested or interest in the Project required by reason any holder of any termination or foreclosure superior interest for the purposes of subjecting and subordinating this Lease to the lien of any such Security Documentsmaster lease, Tenant shallsecurity interest, notwithstanding such subordinationmortgage, attorn or superior interest provided that Lessee has received the SNDA described above. If Lessee fails to respond to any request by Lessor to execute documents as aforesaid within thirty (30) days following Lessee’s receipt of Lessor’s written request, Lessor shall thereafter be entitled to deliver a second “reminder” notice which includes a duplicate copy of Lessor’s original notice and become the Tenant of the successor in interest reminds Lessee that Lessee must respond to Landlord at the option Lessor’s request within an additional thirty (30) days. If, upon Lessee’s receipt of such successor in interest. Furthermorea reminder package, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure Lessee still fails to do so by Tenant respond within such time additional thirty (30) day period shall be a material default hereunder. Landlord is (which runs from the date Lessee actually receives Lessor’s reminder package), then Lessee hereby appoints Lessor attorney in fact, irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all any such subordination instruments in instrument or document for Lessee. In the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is proceedings are brought for default under any ground or master lease to which this Lease is subject the foreclosure of, or in the event of foreclosure or the exercise of the power of sale under under, any mortgage made by the Lessor covering the Premises or in the event a deed is given in lieu of foreclosure of any such mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant Lessee shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or grantee in lieu of foreclosure, as the same as Landlord Lessor under this LeaseLease and any such purchaser, or grantee in lieu of foreclosure, shall not disturb Lessee’s possession hereunder except to the extent provided to the contrary in any SNDA received from such successor expressly purchaser or grantee. Lessee agrees to furnish from time to time when requested by Lessor, a certificate signed by Lessee to the effect that, to the extent true, this Lease is then presently in writing to be bound to all future obligations full force and effect and unmodified (or has been modified and is as set forth in the certificate); that the term of this Lease has commenced and the full rental is then accruing hereunder; the amount of Base Rent, adjusted as called for herein, currently being paid by the Lessee; that Lessee has accepted possession of the Premises and that any improvements required by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with Lease to be made by Lessor have been completed to the satisfaction of Lessee: that successor on no rent under this Lease has been paid more than thirty (30) days in advance of its due date: that the same terms and conditions address for notices to be sent to Lessee is as are contained set forth in this Lease (for or has been changed by notice duly given and is set forth in the unexpired term certificate); that Lessee, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable otherwise against rents or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, due or to become due hereunder; and (iii) whether or not that to the best knowledge of TenantLessee, Landlord Lessor is not then in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, Lease. The certificate shall be conclusive upon tenant that this Lease is in full force also contain such other and effect without modification except further factual information as may be represented reasonably requested by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the ProjectLessor.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Lease Agreement (Ameripath Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this 21.1 This Lease and the rights of Tenant hereunder shall be subjected is subject and subordinate to any the lien, provisions, operation and effect of all deeds of trustMortgages, security intereststo all funds and indebtedness intended to be secured thereby, mortgages, master leases, ground leases or other security documents and any and to all modifications, renewals, extensions, consolidations and modifications, consolidations, replacements thereof or refinancings thereof. The holder of any Mortgage to which this Lease is subordinate shall have the right (collectively, "Security Documents"subject to any required approval of the holders of any other Mortgage that is superior to such Mortgage) which now at any time to unilaterally declare this Lease to be superior to such Mortgage. Landlord represents there is no Mortgage as of the date of this Lease. Although no instrument or hereafter constitute a lien upon or affect act on the Project; the Building or the Premises. Such subordination part of Tenant shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting necessary to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding nevertheless, within ten (10) business days after request therefor, execute, acknowledge and deliver any reasonable documents confirming such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which subordination as may be required submitted by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunderMortgage. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments If within five (5) days after notice from Landlord requesting execution and delivery thereofa second request therefor which in bolded capital letters expressly so states if such reasonable documents are not delivered by Tenant that such failure shall be considered an Event of Default, then Tenant’s failure to deliver such reasonable documents shall be considered an Event of Default under this Lease. Notwithstanding any provision the provisions of this Lease to the contrarySection 21.1, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) future Mortgages shall be subject conditioned on Landlord’s delivery to Tenant of a Subordination, Non-Disturbance and Attornment Agreement (“SNDA”) from the holder of such Security Document agreeing pursuant to Mortgage utilizing such holder's Mortgagee’s standard form of SNDA (provided that such form is consistent with the provisions of Section 21.2). Landlord shall have no liability to Tenant if, for any reason whatsoever, Tenant shall not receive an SNDA utilizing such purpose Mortgagee’s standard form of SNDA. The failure of Tenant to receive an SNDA shall not relieve or otherwise pursuant to release Tenant from any other form of its obligations under this Lease, but in common use by institutional lenders) that Tenant's possession and this Lease such event Tenant shall not be disturbed obligated to subordinate this Lease and Tenant’s rights hereunder to any Mortgage until and unless it receives said SNDA. Any and all processing charges customarily assessed by such holder so long as no default hereunder any Mortgagee in connection with any request for, or any granting of an SNDA shall occurbe borne by Tenant.
21.2 Tenant waives the provisions of any law now or hereafter in effect which may give or purport to give Tenant any right to terminate this Lease in the event any foreclosure proceeding is prosecuted or completed, and or in the event the Property or any portion thereof or Landlord’s interest therein is transferred to Mortgagee or any other party by foreclosure, by deed in lieu of foreclosure, power of sale or other related proceeding or remedy in connection with Mortgagee’s interest. Tenant shall attorn to such transferee and shall recognize such transferee as the record owner landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by any payment of the Project.
Base Rent or Additional Rent more than one (1) month in advance to any prior landlord, (b) If bound by any proceeding is brought for default under any ground termination, amendment or master lease to which modification of this Lease is subject or in made without the event of foreclosure or the exercise consent of the power Mortgagee existing as of sale under the date of such termination, amendment or modification provided Tenant was notified of the existence of such Mortgagee, (c) liable for damages for any mortgagebreach, deed act or omission of trust any prior landlord, except to the extent is a continuing default after notice of such breach, act or other Security Document omission from Tenant to the Mortgagee or transferee, (d) bound to return, credit against Tenant’s obligations hereunder, or otherwise account for any security or rental deposit made by Landlord covering the PremisesTenant which is not delivered or paid over to such transferee, at the election of such ground lessoror (e) subject to any offset, master lessor abatement, defense, claim, counterclaim or purchaser at foreclosurededuction which Tenant might have against any prior landlord; provided, Tenant shall attorn however, that after succeeding to and recognize the same as Landlord Landlord’s interest under this Lease, provided such successor expressly agrees transferee shall agree to perform, in writing to be bound to all future obligations by accordance with the terms of this Lease, and if so requestedall obligations of Landlord under this Lease. Although no instrument or act on the part of Tenant shall be necessary to effectuate such attornment, Tenant shall enter into a new lease with that successor on shall, nevertheless, execute, acknowledge and deliver any reasonable documents submitted to Tenant confirming such attornment as may be submitted by Landlord or such transferee, subject to the same time periods for deliver as set forth in Section 21.1. Any such transferee shall have no liability or responsibility under or pursuant to the terms and conditions as are contained of this Lease or otherwise after it ceases to own an interest in the Building. Nothing in this Lease (for shall be construed to require Mortgagee to see to the unexpired term application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any such loan.
21.3 If any prospective or current Mortgagee requires modifications to this Lease, then provided such modifications do not adversely affect Tenant’s use of the Premises as herein permitted, and do not increase Tenant’s obligations, decrease Tenant’s rights or reduce Landlord’s obligations hereunder, Landlord may submit to Tenant an amendment to this Lease then remaining); providedincorporating such required modifications, howeverand Tenant shall execute, in no case shall acknowledge and deliver such ground lessor, master lessor or purchaser amendment to Landlord promptly upon Landlord’s request therefor.
21.4 If: (ia) be liable or responsible for any acts or omissions portion of the Property is at any predecessor owner or with respect time subject to events prior to its ownershipa Mortgage, (iib) be subject this Lease and the Rent payable hereunder is assigned to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
the Mortgagee, and (c) Tenant shallis given notice of such assignment, including the name and address of the assignee, then Tenant shall not exercise any rights it may have to terminate this Lease or to pursue any other remedies for any default on the part of Landlord without first giving notice, in the manner provided elsewhere in this Lease for the giving of notices, to such Mortgagee, specifying the default in reasonable detail, and such Mortgagee shall have a reasonable period of time (but shall not be obligated) to cure such default for and on behalf of Landlord, except that (i) such Mortgagee shall have at least thirty (30) days to cure the default; (ii) if such default cannot be cured with reasonable diligence within thirty (30) days and does not affect the habitability of the Premises and Mortgagee within the thirty (30) days notifies Tenant of its intent to cure, commences such cure and thereafter diligently pursues such cure, such Mortgagee shall have such additional time as may be reasonably necessary to cure the default; and (iii) if the default does not affect the habitability of the Premises and cannot reasonably be cured without such Mortgagee’s having obtained possession of the Building or the Property (as applicable) and Mortgagee promptly institutes and diligently pursues appropriate legal proceedings to obtain possession of the Property, such Mortgagee shall have such additional time as may be reasonably necessary under the circumstances to so obtain possession, and thereafter to cure the default. Any cure of Landlord’s default by such Mortgagee shall be treated as performance by Landlord.
21.5 At any time and from time to time, upon not less than five ten (510) business days' prior notice by Landlord’ notice, Tenant or Landlord shall execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested or Tenant and/or any other party designated by Landlord or any current or prospective purchaserTenant, holder of any Security Document, ground lessor or master lessor, including, but without limitation, a written statement certifying: (a) that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease is in full force and effect as modified and stating the modifications), ; (iib) the dates to which the Basic Annual Rent, Rent and any other charges hereunder have been paid, if any, and ; (iiic) whether or not not, to the Tenant’s or Landlord’s best knowledge of Tenantknowledge, Landlord or Tenant is in default in the performance of any covenant, agreement or condition contained in this Lease obligation hereunder and, if so, specifying each in reasonable detail the nature of such default default; (d) the address to which notices to Tenant or Landlord are to be sent; (e) that Tenant has accepted the Premises and that all work thereto has been completed (or if such work has not been completed, specifying in reasonable detail the incomplete work); (f) that Tenant’s then-current use of which the Premises does not involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of any Hazardous Materials (as hereinafter defined); and (h) such other matters as Landlord or Tenant may have knowledgereasonably request. The form Any such statement may be relied upon by any owner, Mortgagee, prospective Mortgagee, or prospective purchaser of the statement attached hereto as Exhibit "F" is hereby approved Property or any portion thereof, or any other person or entity designated by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement If within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of a second request therefor which in bolded capital letters expressly so states if any such encumbrance upon statement is not delivered by Tenant or Landlord as the Building case may be, then all matters contained in such statement as prepared by Landlord or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute be deemed true and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timeaccurate.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (aA) Tenant agrees that This Lease is junior, subject, and subordinate to all ground leases, mortgages, deeds of trust, and other security instruments of any kind now covering the Project or any portion thereof. Landlord reserves the right to place lien's or encumbrances on the Project or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in Notwithstanding the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsforegoing, Tenant shall, notwithstanding such subordination, attorn to covenants and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon request such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall as may be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use requested by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the ProjectLandlord.
(bB) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn at any time and from time to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five ten (510) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing and in form and substance satisfactory to Landlord certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for Any such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Projectperson.
(dC) In additionShould any mortgage on the Property of which the Premises are a part be foreclosed, the Purchaser upon foreclosure of the lien of the mortgage shall have the right following foreclosure to preserve this Lease and the rights of the Tenant or any other person or entity having an interest in the Premises, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute attorn to such Purchaser at foreclosure and deliver to Landlord a certificate substantially in pay and perform its obligations under this Lease for the form benefit of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timesuch Purchaser.
Appears in 1 contract
Samples: Lease Agreement (Diva Systems Corp)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which now or or, subject to Tenant's receipt of a subordination, non-disturbance and attornment agreement from the holders) of any such Security Documents in a form reasonably acceptable to Tenant, hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without With respect to any Security Documents which constitute a lien upon the necessity Project as of the execution by Date of this Lease, Landlord agrees that, as a condition precedent to Tenant's obligations under this Lease, it shall secure and deliver to Tenant, on or before the Date of this Lease, a subordination, non-disturbance and attornment agreement in a form reasonably acceptable to Tenant from the holder(s) of any additional document for the purpose of evidencing or effecting such subordinationSecurity Documents. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interestLandlord. Furthermore, Tenant shall within five twenty (520) days of written demand therefor execute any commercially reasonable instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five twenty (520) days of written demand therefor a subordination of lease or subordination of deed of trust, in the form reasonably required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contraryprovided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease quiet enjoyment of the Premises shall not be disturbed by such holder under the terms of this Lease so long as no Tenant is not in default hereunder shall occur, under this Lease after the expiration of applicable notice and Tenant shall attorn to the record owner cure periods. The mortgagee of the ProjectProject is Pacific Life Insurance Company ("Mortgagee") and the Mortgagee's standard form of Non-Disturbance and Attornment Agreement is attached hereto as Exhibit I. Landlord covenants and agrees that Mortgagee shall execute the form of Non-Disturbance and Attornment Agreement attached hereto as Exhibit I within fifteen (15) days following the date Landlord executes this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided and such successor expressly agrees in writing to shall be bound to all future obligations by the terms of this Lease, as modified by any subordination, non-disturbance and attornment agreement entered into by Tenant, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Notwithstanding any provision in this Lease to the contrary, Landlord shall not have and hereby expressly waives any and all constitutional, statutory and contractual lien against Tenant's leasehold interest and the assets or property of Tenant, and Tenant may remove such items at any time and from time to time. Landlord agrees to execute and deliver to Tenant within thirty (30) days following receipt of a request therefore, such documents as may be requested by Tenant to evidence and confirm such waiver.
(d) Tenant and Landlord shall, upon not less than five twenty (520) days' prior notice by Landlordthe other party, execute, acknowledge and deliver to Landlord the requesting party a statement in writing certifying to those facts for which certification has been requested by Landlord such other party or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, assignee or sublessee, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of TenantTenant and/or Landlord, Landlord the other party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant such party may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for and Landlord or use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's or Tenant's option, Landlord such party shall have the right to use other commercially reasonable forms for such purpose. Tenant's and/or Landlord's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant and/or Landlord that this Lease is in full force and effect without modification except as may be represented by Landlord and/or Tenant in any such certificate prepared by Landlord and/or Tenant and delivered to Tenant such other party for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the ProjectProject or assignee or sublessee of Tenant.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that A. This Lease is junior, subject, and subordinate to all ground leases, mortgages, deeds or trust, and other security instruments of any kind now covering the Project, or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Project, or any part thereof or interest therein superior in lien rights and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In additionNotwithstanding the foregoing, Landlord shall have he right Tenant covenants and agrees to subordinate or cause to execute and deliver upon demand such further instruments evidencing such subordination of this Lease as may be subordinated any requested by Landlord. Notwithstanding such Security Documents to this Leasesubordination, and in such case, in Tenant agrees upon the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, lien or encumbrance or upon the lienholder's becoming the owner of the Premises or the Project to attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord lienholder or the holder of purchaser at any Security Document and specifically shall executeforeclosure sale, acknowledge and deliver within five (5) days of demand therefor a subordination of lease to accept such lienholder or subordination of deed of trustpurchaser as the Landlord under this Lease, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) provided that Tenant's right to quiet possession and of the Premises under this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to pay the record owner rent and observe and perform all of the Projectprovisions of this Lease (to be observed and performed by Tenant). Tenant hereby waives any right to terminate this lease because of any such foreclosure, provided that the then owner shall agree to Tenant's occupancy and right to quiet possession of the Premises.
(b) If any proceeding is brought for default under any ground or master lease B. In addition to which this Lease is subject or and not in the event of foreclosure or the exercise lieu of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosureforegoing, Tenant shall attorn at any time and from time to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five twenty (520) days' days prior notice by Landlordto landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default substantially in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit EXHIBIT "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereofattached hereto. Any such statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project Property or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance encumbrancer upon the Building Property.
C. At any time when the holder of an outstanding mortgage, deed of trust or other lien covering Landlord's interest in the Premises, or any superior ground or master lessor, has given Tenant written notice of its lien or interest in the Project.
, Tenant may not exercise any remedies for default by Landlord hereunder unless and until said holder or superior lessor shall have received written notice of such default and a reasonable time (dnot less than 30 days) In addition, and not in lieu of shall thereafter have elapsed without the foregoing, as a condition of default having been cured. Any such holder or superior lessor may perform Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timeobligations under this lease.
Appears in 1 contract
Samples: Industrial Lease Agreement (Advanced Materials Group Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In additionNotwithstanding the foregoing, such obligation of Tenant, and any subordination of this Lease to any Security Document shall be conditioned on Tenant’s concurrent receipt, from the holder or beneficiary of such Security Document, of a non- disturbance agreement in a form reasonably acceptable to Tenant confirming, among other things, that so long as Tenant is not in default hereunder, Tenant’s rights hereunder shall not be disturbed by such person or entity, any continuing defaults of Landlord shall be cured (to the extent the same are capable of being cured and without liability for defaults of Landlord occurring prior to acquisition by such person of Landlord’s interest in the Premises) (“Non-Disturbance Agreement”). Landlord represents and warrants that no Securing Documents exist as of the Effective Date. Landlord will obtain a Non-Disturbance Agreement from any future mortgagee within sixty (60) days following the closing of any future financing on the Building as a condition to Tenant’s subordination and attornment obligations under this Lease. Subject to the foregoing, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document, provided no such instrument increases the obligations of, nor decreases the benefits to, Tenant under this Lease; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, Tenant shall not be named in such proceeding unless required by applicable Law, and at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) [Intentionally Omitted].
(d) Tenant shall, upon not less than five ten (510) business days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been reasonably requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time time, and such failure continues for an additional five (5) business days following a second (2nd) notice thereof from Landlord, shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (aA) Tenant agrees that This Lease is junior, subject, and subordinate to all ground leases, mortgages, deeds of trust, and other security instruments of any kind now covering the Property or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Property or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in Notwithstanding the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsforegoing, Tenant shall, notwithstanding such subordination, attorn to covenants and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon request such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall as may be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use requested by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the ProjectLandlord.
(bB) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn at any time and from time to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five ten (510) days' days prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing and in form and substance satisfactory to Landlord certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use knowledge and such other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except matters as may be represented reasonably requested by Landlord in or any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact lender or purchaser of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereofProperty. Any such statement delivered pursuant to this Paragraph 16 17 may be relied upon by any prospective purchaser of the fee of the Building or the Project Property or any mortgagee, ground lessor or other like encumbrancer encuxnbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In additionperson. Tenant shall also, at any time, and from time to time, upon not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose less than ten (including moving in), Tenant shall 10) days prior notice by Landlord execute and deliver to Landlord a certificate substantially forms and documents as may be necessary for compliance with any applicable law, statute, ordinance, rule or regulation.
(C) Xxxxxx agrees that in the form event that any holder of Exhibit "G" attached heretoany ground or underlying lease, indicating thereon mortgage, deed of trust, or other encumbrance encumbering any exceptions thereto which part of the Property succeeds to Landlord's interest in the Premises, Tenant claims shall pay to exist at that time.such holder,all rents subsequently payable under this Lease and shall, upon request of any such person or party succeeding to Landlord's interest, automatically become the Tenant of and attorn to such successor in interest without change in the terms or provisions of this Lease. Such successor in interest shall not be bound by (i) any payment of Basic Monthly Rental Installments for more t,han one month in advance,' or (ii) any amendment modification of this Lease made without the written consent of such successor in interest. Upon request by such successor in interest and without cost to Landlord or such successor in interest, Xxxxxx shall execute, acknowledge, and deliver an instrument or instruments confirming the attornment
Appears in 1 contract
Samples: Lease Agreement (Institutional Equity Holdings Inc /Nv/)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this 21.1 This Lease and the rights of Tenant hereunder shall be subjected is subject and subordinate to any the lien, provisions, operation and effect of all deeds of trustMortgages, security intereststo all funds and indebtedness intended to be secured thereby, mortgages, master leases, ground leases or other security documents and any and to all modifications, renewals, extensions, consolidations and modifications, consolidations, replacements thereof or refinancings thereof. The holder of any Mortgage to which this Lease is subordinate shall have the right (collectively, "Security Documents"subject to any required approval of the holders of any other Mortgage that is superior to such Mortgage) which now at any time to unilaterally declare this Lease to be superior to such Mortgage. Although no instrument or hereafter constitute a lien upon or affect act on the Project; the Building or the Premises. Such subordination part of Tenant shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting necessary to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordinationnevertheless, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five ten (510) days of demand therefor execute after request therefor, execute, acknowledge and deliver any instruments or other reasonable documents which confirming such subordination as may be required submitted by Landlord or the holder of such Mortgage. Landlord agrees to use commercially reasonable efforts to obtain a Subordination, Non-disturbance and Attornment Agreement from any Security Document current or future Mortgagee on such Mortgagee’s standard form.
21.2 Tenant waives the provisions of any law now or hereafter in effect which may give or purport to give Tenant any right to terminate this Lease in the event any foreclosure proceeding is prosecuted or completed, or in the event the Property or any portion thereof or Landlord’s interest therein is transferred to Mortgagee or any other party by foreclosure, by deed in lieu of foreclosure, power of sale or otherwise. If this Lease is not extinguished upon any such transfer or by the transferee following such transfer, then Tenant shall attorn to such transferee and specifically shall recognize such transferee as the landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by any payment of Base Rent or Additional Rent more than one (1) month in advance to any prior landlord, (b) bound by any termination, amendment or modification of this Lease made without the consent of the Mortgagee existing as of the date of such termination, amendment or modification, (c) liable for damages for any breach, act or omission of any prior landlord, (d) bound to return, credit against Tenant’s obligations hereunder, or otherwise account for any security or rental deposit made by Tenant which is not delivered or paid over to such transferee, or (e) subject to any offset, abatement, defense, claim, counterclaim or deduction which Tenant might have against any prior landlord; provided, however, that after succeeding to Landlord’s interest under this Lease, such transferee shall agree to perform, in accordance with the terms of this Lease, all obligations of Landlord first arising after the date of such transfer. Although no instrument or act on the part of Tenant shall be necessary to effectuate such attornment, Tenant shall, nevertheless, execute, acknowledge and deliver any reasonable documents submitted to Tenant confirming such attornment as may be submitted by Landlord or such transferee within ten (10) days of receipt of notice from Landlord. Any such transferee shall have no liability or responsibility under or pursuant to the terms of this Lease or otherwise after it ceases to own an interest in the Building. Nothing in this Lease shall be construed to require Mortgagee to see to the application of the proceeds of any loan, and Tenant’s agreements set forth herein shall not be impaired on account of any modification of the documents evidencing and securing any such loan.
21.3 If any prospective or current Mortgagee requires modifications to this Lease, then provided such modifications do not adversely affect Tenant’s use of the Premises as herein permitted, and do not increase Tenant’s obligations or decrease Tenant’s rights hereunder, Landlord may submit to Tenant an amendment to this Lease incorporating such required modifications, and Tenant shall execute, acknowledge and deliver within five such amendment to Landlord promptly, but in no event more than ten (510) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder from Landlord’s request therefor.
21.4 If: (a) any portion of the Security Document requesting the document; the failure to do so by Tenant within such Property is at any time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occura Mortgage, and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease and the Rent payable hereunder is subject or in assigned to the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this LeaseMortgagee, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shallis given notice of such assignment, including the name and address of the assignee, then Tenant shall not exercise any rights it may have to terminate this Lease or to pursue any other remedies for any default on the part of Landlord without first giving notice, in the manner provided elsewhere in this Lease for the giving of notices, to such Mortgagee, specifying the default in reasonable detail, and such Mortgagee shall have a reasonable period of time (but shall not be obligated) to cure such default for and on behalf of Landlord, except that (i) such Mortgagee shall have at least 30 days to cure the default; (ii) if such default cannot be cured with reasonable diligence within 30 days, such Mortgagee shall have such additional time as may be reasonably necessary to cure the default; and (iii) if the default cannot reasonably be cured without such Mortgagee’s having obtained possession of the Building, the Property or the Complex (as applicable), such Mortgagee shall have such additional time as may be reasonably necessary under the circumstances to so obtain possession, and thereafter to cure the default. Any cure of Landlord’s default by such Mortgagee shall be treated as performance by Landlord.
21.5 At any time and from time to time, upon not less than five ten (510) days' prior notice by Landlord’ notice, Tenant or Landlord shall execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested the other and/or any other party designated by Landlord or any current or prospective purchaserTenant, holder of any Security Document, ground lessor or master lessor, including, but without limitation, a written statement certifying: (a) that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same this Lease is in full force and effect as modified and stating the modifications), ; (iib) the dates to which the Basic Annual Rent, Rent and any other charges hereunder have been paid, if any, and ; (iiic) whether or not not, to the Tenant’s or Landlord’s best knowledge of Tenantknowledge, Landlord or Tenant is in default in the performance of any covenant, agreement or condition contained in this Lease obligation hereunder and, if so, specifying each in reasonable detail the nature of such default default; (d) the address to which notices to Tenant or Landlord are to be sent; (e) that Tenant has accepted the Premises and that all work thereto has been completed (or if such work has not been completed, specifying in reasonable detail the incomplete work); (f) Tenant’s then-current NAICS number; (g) that Tenant’s then-current use of which the Premises does not involve the generation, manufacture, refining, transportation, treatment, storage, handling or disposal of any Hazardous Materials (as hereinafter defined); and (h) such other matters as Landlord or Tenant may have knowledgereasonably request. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver Any such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any owner, Mortgagee, prospective Mortgagee, or prospective purchaser of the fee of the Building or the Project Property or any mortgageeportion thereof, ground lessor or other like encumbrancer thereof or any assignee of other person or entity designated by Landlord or Tenant. If any such encumbrance upon statement is not delivered by Tenant or Landlord within such ten (10) day period, then all matters contained in such statement as prepared by Landlord or Tenant and submitted to the Building or the Projectother party shall be deemed true and accurate.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Lease Agreement (Amarin Corp Plc\uk)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter as of the Effective Date constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant Xxxxxx of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right represents and warrants that there are no Security Documents encumbering the Project as of the Effective Date. Tenant’s obligation to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or its interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) future Security Documents shall be subject conditioned upon Xxxxxx’s receipt of and execution of a subordination, non-disturbance and attornment agreement with such mortgagee or ground lessor substantially in a commercially reasonable form acceptable to Tenant (the “SNDA”), wherein such holder agrees that Xxxxxx’s quiet enjoyment and possession of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease the Premises shall not be disturbed by such holder so as long as no event of default hereunder by Tenant under this Lease has occurred and is continuing. Landlord shall occur, and use commercially reasonable efforts to obtain the SNDA from any future mortgagee or ground lessor. Tenant shall attorn to the record owner of the Project.execute (or respond with changes to) any requested SNDA within
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, subject to the terms of any applicable SNDA, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing the SNDA to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant Xxxxxx shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying certifying, if true, to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and the amount of Basic Annual Rent and Additional Rent due each month, (iii) that Tenant has accepted the Premises without condition or qualification under the Lease, Landlord has paid any tenant improvement allowance due to the Tenant, and Landlord has completed and complied with all conditions precedent of the commencement of the Lease, and (iv) whether or not to the best actual knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purposepurpose that are reasonably acceptable to Tenant. Tenant's ’s failure to execute and deliver such statement statement, or dispute items in such statement, within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In additionAt Tenant’s request, and not in lieu Landlord will, within ten (10) business days after receiving Xxxxxx’s written request therefor, execute an estoppel certificate consistent with that requested of the foregoing, as a condition of Landlord's obligation Tenant pursuant to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving inParagraph 16(c), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided,
(c) In addition to any statutory lien for Rent in Landlord’s favor, howeverLandlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in no case shall addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such ground lessorother instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, master lessor the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or purchaser (i) photographic or other reproduction of this paragraph of this Lease may be liable filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or responsible used by Tenant for any acts personal, family or omissions household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any predecessor owner or with respect to events other lien upon any of the property described in this paragraph without the prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment written consent of more than one (1) month's rentLandlord.
(cd) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(de) In additionNotwithstanding anything to the contra y in this Article 16, with respect to any future first lien mortgages, deeds of trust, or other liens entered into by Landlord and not in lieu any mortgagee and/or beneficiary of any deed of trust or other lien (landlord’s mortgagee), Landlord shall use best efforts to obtain within sixty (60) days of original occupancy by Tenant or within sixty (60) days from the date same are entered into (as the case may be), a subordination, non-disturbance and attornment agreement from Landlord’s mortgagee for the benefit of Tenant that will be executed and delivered by Landlord’s mortgagee to Tenant. Landlord represents and warrants to Tenant that as of the foregoingeffective date of this Lease, as there is no lender or mortgagee with a condition of Landlord's obligation to deliver lien against the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timeBuilding.
Appears in 1 contract
Samples: Office Lease (Digitalglobe Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all mortgages, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect encumber the Project; Land, the Building or the Premises. Such subordination shall be effective without the necessity Landlord hereby represents that, as of the execution by Tenant Effective Date, there are no mortgages encumbering the Land or the Building. As a condition to Tenant’s agreement hereunder to subordinate Tenant’s interest in this Lease to the lien of any additional document for future Security Documents, Landlord shall obtain an SNDA in the purpose standard form customarily employed by such mortgagee or lessor, pursuant to which such mortgagee or lessor shall agree that if and so long as no event of evidencing default hereunder shall have occurred and be continuing, the leasehold estate granted to Tenant and the rights of Tenant pursuant to this Lease to quiet and peaceful possession of the Premises shall not be terminated, modified, affected or effecting disturbed by any action which such subordinationmortgagee may take to foreclose any such mortgage or which lessor shall take to terminate such lease, as applicable, and that any successor landlord shall recognize this Lease as being in full force and effect as if it were a direct lease between such successor landlord and Tenant upon all of the terms, covenants, conditions and options granted to Tenant under this Lease, except as otherwise provided in this Paragraph 16. In addition, Landlord shall have he right the holder of any such Security Documents (e.g. mortgagee, trustee, master lessor or the like), may effect, by providing notice thereof to Tenant to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project Land or the Building by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorneysuccessor-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectinterest.
(b) If any as a result of a proceeding is brought for default under any ground or master lease to which this Lease is subject subject, the interest of the Landlord is transferred or in the event of such transfer by reason of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosuretransferee, Tenant shall attorn to and recognize the same such transferee as Landlord under this Lease, provided such successor transferee expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and provided, however, it shall be a condition of the obligation of the transferee to be so bound that, if so requestedrequested by the transferee, Tenant shall enter into a new lease with that transferee or any successor to such transferee on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) Tenant shall, upon not less than five fifteen (515) days' days prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best actual knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" C is hereby approved by Tenant for use pursuant to this Subparagraph Paragraph 16(c); however, at Landlord's ’s option, Landlord shall have the right to use other customary forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereofLease. Any statement delivered by Tenant pursuant to this Paragraph 16 16(c) may be relied upon by any prospective purchaser of the fee or of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the ProjectLand.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Sublease (Karuna Therapeutics, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises; provided, however, that any agreement to subordinate this Lease shall be conditioned upon the holder of such to-be-superior interest agreeing to recognize Tenant’s rights as the tenant and to not disturb Tenant’s possessory interest (provided Tenant shall not be in default beyond applicable Notice and cure periods) in the event of foreclosure or similar. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any commercially reasonable instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the commercially reasonable form required by the holder of the Security Document requesting the documentdocument (provided, in no event shall such documents materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease); the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, beyond applicable Notice and Tenant shall attorn to the record owner of the Projectcure periods under this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice Notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(c)subparagraph; however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (EVO Transportation & Energy Services, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized ; provided, however, as agent and attorney-in-fact of Tenant a condition to Tenant’s agreement to execute and deliver all such a subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contraryagreement, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) Tenant shall, upon not less than five fifteen (515) days' days prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(cParagraph 16(d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor successor-in-interest so long as Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is not in interestdefault under this Lease beyond the applicable notice and cure period(s) provided under this Lease (and stating that no such notices have been sent), and further provided that such agreement(s) do not materially conflict with the terms of this Lease, materially increase Tenant's obligations hereunder or materially decrease Tenant's rights hereunder. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; provided, however, the failure to do so by new landlord or the holder of any Security Document shall agree that Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant within such time period shall be a material is not in default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of under this Lease to beyond the contrary, the subordination of applicable notice and cure period(s) provided under this Lease (and stating that no such notices have been sent), and further provided that such agreement(s) do not materially conflict with the terms of this Lease, materially increase Tenant's duty obligations hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that materially decrease Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectrights hereunder.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided (i) such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, (ii) Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is not in default under this Lease beyond the applicable notice and cure period(s) provided under this Lease (and stating that no such notices have been sent), (iii) such agreement(s) do not materially conflict with the terms of this Lease, materially increase Tenant's obligations hereunder or materially decrease Tenant's rights hereunder; and (iv) if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Intentionally Deleted.
(d) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the ii)the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five thirty (530) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five thirty (530) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder under this Lease. Upon Tenant's request, Landlord shall occur, and have the current mortgagee provide to Tenant shall attorn to the record owner such mortgagee's current form of the ProjectSNDA.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) In addition to any statutory lien for Rent in Landlord's favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days' notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord's discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord.
(d) Tenant shall, upon not less than five fifteen (515) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Lease (INSURE.COM, Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Subject to the non-disturbance provisions set forth at the end of this Paragraph 16(a), Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, including the non-disturbance provisions set forth in Paragraph 16(a) above. Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease (for and the unexpired term obligations of this Lease then remaining); provided, however, Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord execute a lien waiver in connection therewith, Landlord may, in its sole discretion, based upon Landlord’s review of Tenant’s financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to a lien subordination on Landlord’s standard form, provided that Tenant delivers such request in writing to Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the Premises.
(d) Tenant shall, upon not less than five twenty (520) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. , provided such other forms are substantially similar to Exhibit E. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereofLease. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Health Net Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; Property, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project Property by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of written demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder under this Lease beyond any applicable notice and cure period. Landlord shall occuruse reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from the holder of any existing Security Document, and Landlord shall use reasonable efforts to obtain a subordination, non-disturbance and attornment agreement from any future holder of a Security Document in a form reasonably acceptable to Tenant and such holder; however, Landlord’s failure to obtain such agreement shall attorn to not constitute a default by Landlord hereunder or prohibit the record owner mortgaging of the ProjectBuilding; and further provided that any costs associated with obtaining such subordination, non-disturbance and attornment agreement shall be paid by Tenant within 15 days after Landlord’s written request therefor.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to . Tenant hereby waives its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or rights under any current or prospective purchaser, holder of future law which gives or purports to give Tenant any Security Document, ground lessor right to terminate or master lessor, including, but without limitation, that (i) otherwise adversely affect this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact obligations of Tenant to execute and deliver such statement hereunder in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building foreclosure proceeding or the Projectsale.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this This Lease and the rights of Tenant hereunder shall be subjected is junior, subject, and subordinate to any and all ground leases, the Master Lease, mortgages, deeds of trust, security interests, mortgages, master leases, ground leases or and other security documents and instruments of any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which kind now or hereafter constitute a lien upon or affect in the future encumbering the Premises, the Project; the Building , or the Premisesany portion thereof. Such Tenant covenants and agrees to execute and deliver upon demand such further instruments evidencing such subordination shall of this Lease as may be effective without the necessity of the execution requested by Tenant of any additional document for the purpose of evidencing or effecting such subordinationLandlord. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentslien or encumbrance, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder transfer of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease title to or subordination of deed of trust, Landlord's leasehold interest in the form required by Premises or the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contraryProject, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgagetransferee, deed of trust or other Security Document made by Landlord covering the Premises, at the election of and will recognize such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same transferee as Landlord under this Lease, Lease provided Tenant's right to quiet possession of the Premises is not affected as a result of such successor expressly agrees in writing to be bound to all future obligations by the terms foreclosure or transfer and that Tenant receives a notice from Landlord informing Tenant of this Lease, and if so requested, such change. Tenant shall enter into a new lease with that successor on the same terms at any time and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect from time to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five fifteen (515) days' days prior notice by from Landlord, execute, acknowledge and deliver to Landlord, Master Landlord or any proposed mortgagee, purchaser or successor in interest, a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is are in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Rent rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge, and stating such other reasonable matters as Landlord may request. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant acknowledges that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 Section may be relied upon by Landlord, any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor lessor, Master Landlord or other like encumbrancer encumbrance thereof or any assignee of any such encumbrance upon the Building Premises or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Sublease (Adesso Healthcare Technology Services Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all mortgages, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect encumber the Project; Land, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right the holder of any such Security Documents (e.g. mortgagee, trustee, master lessor or the like, hereinafter, a “Holder”), may effect, by providing notice thereof to Tenant to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project Land or the Building by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in interestLandlord. FurthermoreXxxxxxxxxxx, Tenant Xxxxxx shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder Holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of this lease or subordination of deed of trust, in the form required by the holder Holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) Upon the written request of Tenant, Landlord agrees to use commercially reasonable efforts to obtain the Holder of the Security Documents written agreement that, subject to such reasonable qualifications as the Holder may impose, in the event that the Holder or any other party shall succeed to the interest of Landlord hereunder pursuant to such Mortgage, so long as no Event of Default exists hereunder, Tenant’s right to possession of the Premises shall not be disturbed and Tenant’s other rights hereunder shall not be adversely affected by any foreclosure of such Security Document. For purposes hereof, the term “commercially reasonable efforts” shall not include the payment of any sum of money or the consent to less favorable terms and conditions with respect to the obligations or indebtedness secured or created by the Security Document. In the event that, despite using commercially reasonable efforts, Landlord is unable to obtain such an agreement, then this Lease nonetheless shall be subordinate as aforesaid.
(c) If any as a result of a proceeding is brought for default under any ground or master lease to which this Lease is subject subject, the interest of the Landlord is transferred or in the event of such transfer by reason of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same such transferee as Landlord under this Lease, provided such successor transferee expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and provided, however, it shall be a condition of the obligation of the transferee to be so bound that, if so requestedrequested by the transferee, Tenant shall enter into a new lease with that transferee or any successor to such transferee on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(cd) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, or stating any limitations on any certification, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csub-paragraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee or of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the ProjectLand.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that In consideration of the execution of this Lease and the rights of Tenant hereunder shall be subjected and subordinate by Lessor, Lessee accepts this Lease subject to any and all deeds of trust, security interests, mortgages, master leases, ground leases security interest or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") first mortgage which might now or hereafter constitute a lien upon or affect the Project; the Building or improveme therein or on the PremisesPremises and to zoning ordinances and other building and fire ordinances and governmental regulations relating to the use of the Property. Such subordination Although no instrument or act on the part of the Lessee shall be effective without the necessity of the execution by Tenant of any additional document necessary to effectuate such subordination, Lessee shall, nevertheless, for the purpose purposes of evidencing or effecting such subordination. In additionconfirmation, Landlord shall have he right to subordinate or cause to be subordinated at any such Security Documents to this Leasetime hereafter, and in such caseon demand, in the event of the termination form(s) prescribed by Lessor, execute any instruments, certificates, releases or transfer of Landlord's estate other documents that may be requested or interest in the Project required by reason any holder of any termination or foreclosure superior interest for the purposes of subjecting and subordinating this Lease to the lien of any such Security Documentsmaster lease, Tenant shallsecurity interest, notwithstanding such subordinationmortgage, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in or superior interest. FurthermoreLessee hereby appoints Lessor attorney in fact, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all any such subordination instruments in instrument or document for Lessee should Lessee fail or unreasonably refuse to do so. Lessor will provide Lessee with a Non-Disturbance Agreement. In the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is proceedings are brought for default under any ground or master lease to which this Lease is subject the foreclosure of, or in the event of foreclosure or the exercise of the power of sale under under, any mortgage made by the Lessor covering the Premises or in the event a deed is given in lieu of foreclosure of any such mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant Lessee shall attorn to the purchaser, or grantee in lieu of foreclosure, upon any such foreclosure or sale and recognize such purchaser, or grantee in lieu of foreclosure, as the same as Landlord Lessor under this Lease, provided such successor expressly Lender assumes all obligations of Lessor hereunder. Lessee agrees to furnish from time to time when requested by Lessor, a certificate signed by Lessee to the effect that this Lease is then presently in writing to be bound to all future obligations full force and effect and unmodified (or has been modified and is as set forth in the certificate); that the term of this Lease has commenced and the full rental is then accruing hereunder; the amount of Base Rent, adjusted as called for herein, currently being paid by the Lessee; that Lessee has accepted possession of the Premises and that any improvements required by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with Lease to be made by Lessor have been completed to the satisfaction of Lessee; that successor on no rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the same terms and conditions address for notices to be sent to Lessee is as are contained set forth in this Lease (for or has been changed by notice duly given and is set forth in the unexpired term certificate); that Lessee, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable otherwise against rents or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, due or to become due hereunder; and (iii) whether or not that to the best knowledge of TenantLessee, Landlord Lessor is not then in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, Lease. The certificate shall be conclusive upon tenant that this Lease is in full force also contain such other and effect without modification except further information as may be represented requested by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the ProjectLessor.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five ten (510) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five ten (510) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord execute a lien waiver in connection therewith, Landlord shall, in its reasonable discretion, based upon Landlord’s review of Tenant’s financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to a lien subordination on Landlord’s standard form, provided that Tenant delivers such request in writing to Landlord together with a non-refundable processing fee in the amount of Five Hundred Dollars ($500.00). Notwithstanding the foregoing, however, if Landlord incurs processing costs (including attorneys’ fees) in connection with any such request which exceed Five Hundred Dollars ($500.00), then Tenant shall reimburse Landlord for such excess within three (3) business days following Tenant’s receipt of invoice(s) therefor from Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the Premises.
(d) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Inuvo, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (aA) Tenant agrees that This Lease is junior, subject, and subordinate to all ground leases, mortgages, deeds of trust, and other security instruments of any kind now covering the Project or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Project or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in Notwithstanding the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsforegoing, Tenant shall, notwithstanding such subordination, attorn to covenants and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon request such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall as may be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use requested by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the ProjectLandlord.
(bB) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn at any time and from time to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five ten (510) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing and in form and substance satisfactory to Landlord certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for Any such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Projectperson.
(dC) In additionShould any mortgage on the Property of which the Premises are a part be foreclosed, the Purchaser upon foreclosure of the lien of the mortgage shall have the right following foreclosure to preserve this Lease and the rights of the Tenant or any other person or entity having an interest in the Premises, and the Tenant shall attorn to such Purchaser at foreclosure and pay and perform its obligations under this Lease for the benefit of such Purchaser.
(D) Landlord shall request an SNDA from its current mortgagee. Landlord’s failure to obtain such agreement shall not constitute a default by Landlord hereunder. Tenant shall reimburse Landlord within ten (10) days of demand therefor for all costs charged by any mortgagee in lieu connection with Lender’s review and execution of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timeSNDA.
Appears in 1 contract
Samples: Lease Agreement (Cytosorbents Corp)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this 21.1 Landlord represents that, as of the date hereof, Landlord holds fee simple title to the Property. This Lease is and the rights of Tenant hereunder shall be subjected superior to the lien, provisions, operation and subordinate effect of all Mortgages (other than the Existing Mortgage as defined below), to any all funds and indebtedness intended to be secured thereby, and to all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and modifications, consolidations, replacements thereof (collectively, "Security Documents") which now or hereafter constitute a lien upon or affect the Project; the Building or the Premisesrefinancings thereof. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right agrees to subordinate or cause this Lease to the lien, provisions, operation and effect of all Mortgages, to all funds and indebtedness intended to be subordinated any such Security Documents to this Leasesecured thereby, and in such caseto all renewals, in the event of the termination extensions, modifications, consolidations, replacements or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsrefinancings thereof, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or provided that the holder of any Security Document such Mortgage and specifically shall executeLandlord executes and delivers to Tenant a Subordination, acknowledge Non-Disturbance and deliver within five Attornment Agreement (5"SNDA") days of demand therefor in a subordination of lease or subordination of deed of trust, in the form required by the reasonably acceptable to Tenant. The holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease Mortgage to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord subordinate shall have the right (subject to use any required approval of the holders of any other forms for Mortgage that is superior to such purpose. Tenant's failure Mortgage) at any time to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under unilaterally declare this Lease andto be superior to such Mortgage. The "Existing Mortgage" means that certain mortgage held by Tristate Capital Bank. Landlord agrees that Tenant may seek an SNDA from the holder of the Existing Mortgage, provided that any and all expenses that the holder of the Existing Mortgage shall impose on Landlord in any eventconnection with such SNDA including, without limitation, reimbursement of legal fees and costs, shall be conclusive paid by Tenant upon tenant that this Lease is in full force and effect without modification except as may be represented receipt by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Projecta written invoice.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) In addition to any statutory lien for Rent in Landlord’s favor (including the provisions of Arizona Revised Statutes § 33-362), Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord.
(d) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (CIPHERLOC Corp)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that a. This Lease is junior, subject and subordinate to all ground leases, mortgages and other security instruments of any kind now covering the Property or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Property or any part thereof or interest therein superior in lein and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In addition, Landlord shall have he right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in Notwithstanding the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentsforegoing, Tenant shall, notwithstanding such subordination, attorn to covenants and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant agrees to execute and deliver all upon request such subordination further instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the evidencing such subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall as my be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use requested by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Landlord.
b. Tenant shall attorn at any time and from time to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shalltime, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing and in form and substance satisfactory to Landlord certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paidpaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default default, of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for Any such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 Section may be relied upon by any prospective purchaser of the fee of the Building or the Project Property or any mortgagee, ground lessor or other like encumbrancer exhibits thereof or any assignee of any such encumbrance upon the Building or the Projectperson.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Lease Agreement (Fabrinet)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in uncured default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of an uncured default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) business days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Notwithstanding the provisions of this Paragraph 16(c) to the contrary, if Tenant desires to obtain a loan secured by Tenant’s personal property in the Premises and requests that Landlord execute a lien waiver in connection therewith, Landlord may, in its sole discretion, based upon Landlord’s review of Tenant’s financial condition, agree to subordinate its lien rights to the rights of Tenant’s lender pursuant to a lien subordination on Landlord’s standard form, provided that Tenant delivers such request in writing to Landlord together with a nonrefundable processing fee in the amount of Three Hundred Dollars ($300.00). Notwithstanding the foregoing, however, if Landlord incurs processing costs (including attorneys’ fees) in connection with any such request which exceed Three Hundred Dollars ($300.00), then Tenant shall reimburse Landlord for such excess within three (3) business days following Tenant’s receipt of invoice(s) therefor from Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the Premises. Notwithstanding the foregoing, Landlord acknowledges that Tenant has granted a prior security interest to Comerica Bank and Landlord’s interest is subordinate to such security interest of Comerica Bank.
(d) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Concurrently with Landlord’s and Tenant’s execution and delivery of this Lease, Landlord shall deliver to Tenant a fully executed non-disturbance agreement in the form of Exhibit F attached hereto and made a part hereof from all existing ground lessors, if any, and mortgagees. Landlord and Tenant agree that the form of non-disturbance agreement attached hereto as Exhibit F is a commercially reasonable form, and that the provision of the same to Tenant will satisfy the obligation set forth in the prior sentence. Subject to Tenant’s receipt of such non-disturbance agreement, as well as the non-disturbance agreements below, Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord subject to the terms of this Xxxxxxxxx 00, Xxxxxxxx shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, subject to the terms of this Paragraph 16, Tenant shall within five fifteen (515) days of demand therefor execute any commercially reasonable instruments or other documents which may be reasonably required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5fifteen ( 15) days of demand therefor a commercially reasonable subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the documenttrust or mortgage; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord ; provided, however, the new landlord or the holder of any Security Document shall agree that Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is hereby irrevocably appointed not in default under this Lease beyond applicable notice and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereofcure periods. Notwithstanding anything to the contrary contained in this Paragraph 16, in consideration of, and as a condition precedent to, Tenant’s agreement to permit its interest pursuant to this Lease to be subordinated to any provision particular future ground or underlying lease of the Building or the Project or to the lien of any mortgage or trust deed, first encumbering the Building or the Project following the date of this Lease and to any renewals, extensions, modifications, consolidations and replacements thereof, Landlord shall deliver to Tenant a commercially reasonable non-disturbance agreement executed by the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing landlord under such subordination) shall be subject to ground lease or underlying lease or the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose mortgage or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projecttrust deed.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided. Subject to the terms of this Paragraph 16, however, Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) [Intentionally Deleted].
(d) Tenant shall, upon not less than five ten (510) business days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaserpurchaser or investor, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best actual knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D-1 is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other commercially reasonable forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(de) In additionLandlord shall, upon not less than ten (10) business days’ prior notice by Tenant, execute, acknowledge and deliver to Tenant a statement in writing certifying to those facts for which certification has been requested by Tenant or any current or prospective purchaser or investor, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (1) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the actual knowledge of Landlord, Tenant is in lieu default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Landlord may have knowledge. The form of the foregoingstatement attached hereto as Exhibit D is hereby approved by Landlord for use pursuant to this subparagraph (d); however, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in)at Tenant’s option, Tenant shall have the right to use other commercially reasonable forms for such purpose. If Landlord fails to execute such certificate within such ten (10) business day period, then Tenant shall send a second written notice (the “Estoppel Second Notice”) to Landlord specifying in bold, ail-capital typeface at the top of such notice as follows: “LANDLORD’S FAILURE TO RESPOND TO THE REQUEST FOR AN ESTOPPEL CERTIFICATE WITHIN FIVE (5) BUSINESS DAYS AFTER THIS SECOND NOTICE SHALL BE A LANDLORD DEFAULT UNDER THE TERMS OF THIS LEASE.” If Landlord fails to execute and deliver to Landlord such statement within such time shall constitute a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that timedefault under this Lease.
Appears in 1 contract
Samples: Office Lease (Honest Company, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security DocumentsSECURITY DOCUMENTS") which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease and the rights of Tenant to any Security Documents which are executed or entered into after the date of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, occur and Tenant shall attorn to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor or (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five (5) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's Tenants failure to execute and deliver such statement within such time 10 days shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. thereof Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Lease (Keith Companies Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all mortgages, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect encumber the Project; Land, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he right the holder of any such Security Documents (e.g. mortgagee, trustee, master lessor or the like), may effect, by providing notice thereof to Tenant to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project Land or the Building by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in interestLandlord. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of this lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Project.
(b) If any as a result of a proceeding is brought for default under any ground or master lease to which this Lease is subject subject, the interest of the Landlord is transferred or in the event of such transfer by reason of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same such transferee as Landlord under this Lease, provided such successor transferee expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and provided, however, it shall be a condition of the obligation of the transferee to be so bound that, if so requestedrequested by the transferee, Tenant shall enter into a new lease with that transferee or any successor to such transferee on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) Tenant shall, upon not less than five ten (510) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, or stating any limitations on any certification, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csub-paragraph (c); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default an Event of Default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee or of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the ProjectLand.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that This Lease is junior, and subordinate to all leases, mortgages, deeds of trust, and other security instruments of any kind now covering the Building, or any portion thereof. Landlord reserves the right to place liens or encumbrances on the Building, or any part thereof or interest therein superior in lien and effect to this Lease and Lease. This Lease, at the rights option of Tenant hereunder Landlord, shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases such liens or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security Documents") which encumbrances now or hereafter constitute a lien upon or affect the Project; the Building or the Premises. Such subordination shall be effective imposed by Landlord without the necessity of the execution by Tenant and delivery of any additional document for further instruments on the purpose part of evidencing or effecting Tenant to effectuate such subordination. In additionNotwithstanding the foregoing, Tenant covenants and agrees to execute and deliver to Landlord shall have he within twenty (20) days of Landlord's demand such further instruments evidencing such subordination of this Lease as may be requested by Landlord; provided such instruments contain nondisturbance language consistent with the terms of this Paragraph 17
(a) Notwithstanding such subordination, Tenant's right to subordinate or cause quiet possession of the Premises shall not be disturbed so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease to be subordinated any such Security Documents to this Lease, observed and in such case, in performed by Tenant. In the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documentslien or encumbrance, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record then owner of wo owns or acquires title to the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of Building and will recognize such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same owner as Landlord under this Lease. Tenant hereby waives any right to terminate this Lease because of any such foreclosure, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, that the
(b) Tenant shall enter into a new lease with that successor on the same terms at any time and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect from time to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, time upon not less than five that twenty (520) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) and the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paidlaid in advance, if any, and (iii) stating whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form knowledge and containing such other accurate statements or certifications of the statement attached hereto fact as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereofrequest. Any such statement delivered pursuant to this Paragraph 16 may be maybe relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance encumbrancer upon the Building or Building. Tenant's failure to deliver an estoppel certificate within the Project.
twenty (d20) In addition, and not in lieu day period shall be deemed Tenant's confirmation of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use accuracy of the Premises for any business purpose (including moving in)information in such certificate supplied by Landlord to the prospective mortgagee, Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached heretopurchaser, indicating thereon any exceptions thereto which Tenant claims to exist at that timeground lessor or other encumbrancer.
Appears in 1 contract
Samples: Office Lease (Pacifica Bancorp Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five ten (510) business days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five ten (510) business days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form reasonably required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized ; provided, however, as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease a condition to the contrary, effectiveness of the subordination of and attornment in this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to paragraph the new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as Tenant is not in default under this Lease. Landlord shall use commercially reasonable efforts to obtain a subordination, non-disturbance and attornment agreement (the “SNDA”) from Landlord’s mortgagee in connection with this Lease. Notwithstanding the foregoing, the effectiveness of this Lease shall in no default hereunder shall occur, and way be conditioned on obtaining the SNDA. Tenant shall attorn to reimburse Landlord for any third party costs or expenses incurred by Landlord in connection with the record owner of the ProjectSNDA.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord. Nothing in this Paragraph 16(c) shall permit Tenant to encumber its leasehold interest in the Premises.
(d) Tenant shall, upon not less than five fifteen (515) days' ’ prior written notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The To the extent it is accurate, the form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purposepurpose that are accurate and reasonably acceptable to Tenant. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (FlexShopper, Inc.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; Property, the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project Property by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be reasonably required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document, subject to Tenant’s approval thereof, which approval may not be unreasonably withheld, conditioned, or delayed; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, . Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease (for and the unexpired term obligations of this Lease then remaining); provided, however, Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) [Intentionally Omitted.] 37 TEXAS WITH BASE YEAR
(d) Tenant shall, upon not less than five ten (510) business days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purposepurpose as may be reasonably acceptable to Tenant. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project Property or the holder of any mortgageemortgage, ground lessor lease or other like encumbrancer thereof encumbrance thereof, to whom addressed or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Markit Ltd.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five fifteen (515) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary; provided, however, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to new landlord or the holder of such any Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) shall agree that Tenant's possession and this Lease ’s quiet enjoyment of the Premises shall not be disturbed by such holder so as long as no Tenant is not in default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectunder this Lease.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) In addition to any statutory lien for Rent in Landlord’s favor, Landlord (the secured party for purposes hereof) shall have and Tenant (the debtor for purposes hereof) hereby grants to Landlord, an express contract lien and a continuing security interest to secure the payment of all Rent due hereunder from Tenant, upon all goods, wares, equipment, fixtures, furniture, inventory and other personal property of Tenant (and any transferees or other occupants of the Premises) presently or hereafter situated on the Premises and upon all proceeds of any insurance which may accrue to Tenant by reason of damage or destruction of any such property. In the event of a default under this Lease, Landlord shall have, in addition to any other remedies provided herein or by law, all rights and remedies under the Uniform Commercial Code of the state in which the Premises is located, including without limitation the right to sell the property described in this paragraph at public or private sale upon ten (10) days’ notice to Tenant, which notice Tenant hereby agrees is adequate and reasonable. Tenant hereby agrees to execute such other instruments necessary or desirable in Landlord’s discretion to perfect the security interest hereby created. Any statutory lien for Rent is not hereby waived, the express contractual lien herein granted being in addition and supplementary thereto. Landlord and Tenant agree that this Lease and the security interest granted herein serve as a financing statement, and a copy or photographic or other reproduction of this paragraph of this Lease may be filed of record by Landlord and have the same force and effect as the original. Tenant warrants and represents that the collateral subject to the security interest granted herein is not purchased or used by Tenant for personal, family or household purposes. Tenant further warrants and represents to Landlord that the lien granted herein constitutes a first and superior lien and that Tenant will not allow the placing of any other lien upon any of the property described in this paragraph without the prior written consent of Landlord.
(d) Tenant shall, upon not less than five fifteen (515) days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" E is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purpose. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such ; provided, however, that such subordination shall not be effective without the necessity with respect to any given Security Document until a commercially reasonable subordination and non-disturbance agreement (“SNDA”) has been executed by Tenant, Landlord and all other interested parties in connection therewith and so long as such Security Documents do not contravene any of the execution by Tenant of terms set forth in this Lease or add any additional document for the purpose of evidencing liability or effecting such subordinationadversely affect Tenant’s rights and obligations hereunder. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorneysuccessor-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectinterest.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) As a condition to the subordination and attornment described in Paragraph 16(a) above, Landlord agrees that it shall obtain a subordination, non-disturbance and attornment agreement for Tenant from the current holder of a mortgage encumbering the Building in the form attached hereto as Exhibit F (the “Pre-Approved SNDA Form”), which Tenant acknowledges is a commercially reasonable form. The SNDA shall provide, inter alia, that, in the event of a foreclosure under the mortgagee’s mortgage or deed of trust (or transfer by way of deed-in-lieu thereof), so long as Tenant is not then in default under this Lease, Tenant’s right to possess the Premises will not be disturbed as a result of such foreclosure or other transfer and the Lease shall continue in full force and effect, subject to certain limitations with respect to the obligations of the successor landlord hereunder as may be set forth in such SNDA. Tenant’s subordination and attornment to any future Security Documents as set forth in Paragraph 16(a), shall be conditioned upon Landlord obtaining an SNDA for Tenant from the holder of such Security Document in any commercial reasonable form so long as it is commercially reasonable, Tenant agrees that the Pre- Approved SNDA Form (and each provision thereof) is commercially reasonable, and Tenant shall not be entitled to object to any mortgagee’s or ground lessor’s customary form if it is reasonably comparable in scope and nature to the Pre-Approved SNDA Form, and provided such form includes a provision providing that so long as Tenant is not in Default under this Lease, Tenant shall be entitled to the use and occupancy of the Premises in accordance with all of the terms and conditions of this Lease.
(d) Tenant shall, upon not less than five ten (510) business days' ’ prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) whether or not this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best actual knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's ’s option, Landlord shall have the right to use other forms for such purposepurpose so long as such form is substantially similar in substance. Tenant's ’s failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Carlyle Group L.P.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds to secure debt, deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in successor-in-interest. Furthermore, Tenant shall within five ten (510) days of written demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five ten (510) days of written demand therefor a subordination of lease or subordination of deed of trusttrust or mortgage, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder; provided, however, the new landlord or the holder of any Security Document shall agree that Tenant’s quiet enjoyment of the Premises shall not be disturbed as long as Tenant is not in default under this Lease. Notwithstanding the foregoing, for any future Security Document encumbering the Project, Landlord is hereby irrevocably appointed and authorized as agent and attorneyagrees to make commercially reasonable efforts, within the forty-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (545) days after notice day period following the recordation of such Security Document, to deliver to Tenant a subordination, attornment and non-disturbance agreement from Landlord requesting execution and delivery thereof. Notwithstanding any provision the holder of this Lease such new Security Document on such holder’s standard form (the “SNDA”); provided, however, that notwithstanding the foregoing to the contrary, Landlord shall have no liability to Tenant and the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordinationas provided in this Paragraph 16(a) shall be subject to the holder unaffected if, in spite of such Security Document agreeing pursuant Landlord’s commercially reasonable efforts during said 45-day period, Landlord is unable to such holder's standard form for such purpose or otherwise pursuant to obtain the SNDA. Tenant agrees that any other form in common use costs associated with obtaining the SNDA shall be paid by institutional lendersTenant within fifteen (15) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectdays after Landlord’s written request therefor.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease Term then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) [Intentionally omitted.]
(d) Tenant shall, upon not less than five ten (510) business days' ’ prior notice by Landlord, but no more than once per calendar year (except in connection with a sale or finance of the Building or Project), execute, acknowledge and deliver to Landlord a statement in writing certifying to those facts for which certification has been requested an estoppel certificate, which, as submitted by Landlord or any current or prospective purchaserLandlord, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default shall be substantially in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement certificate attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. E. Tenant's ’s failure to execute and deliver such statement certificate within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for executionLease. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that If Tenant fails to timely execute such certificate, then Tenant shall pay to Landlord a late fee of $500 per day for each day of delay in returning such certificate, provided, however, that the amount of such late fee will be doubled every sixth (6th) business day after which the late fee becomes applicable (or the last such doubling, as applicable) until the day Landlord receives an executed original of the estoppel certificate. The remedies in this paragraph are cumulative with and deliver such statement within five (5) days after notice from Landlord requesting execution in addition to the other remedies set forth in this Lease and delivery thereofare not in lieu of each other or any other remedy. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Xencor Inc)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "“Security Documents"”) which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such ; provided, however, that such subordination shall not be effective without the necessity with respect to any given Security Document until a commercially reasonable subordination and non-disturbance agreement (“SNDA”) has been executed by Tenant, Landlord and all other interested parties in connection therewith and so long as such Security Documents do not contravene any of the execution by Tenant of terms set forth in this Lease or add any additional document for the purpose of evidencing liability or effecting such subordinationadversely affect Tenant’s rights and obligations hereunder. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, Lease and in such case, in the event of the termination or transfer of Landlord's ’s estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn to and become the Tenant of the successor in successor-in-interest to Landlord at the option of such successor in interest. Furthermore, Tenant shall within five (5) days of demand therefor execute any instruments or other documents which may be required by Landlord or the holder of any Security Document and specifically shall execute, acknowledge and deliver within five (5) days of demand therefor a subordination of lease or subordination of deed of trust, in the form required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorneysuccessor-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease (and Tenant's duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's standard form for such purpose or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn to the record owner of the Projectinterest.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, . Tenant hereby waives its rights under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations of Tenant hereunder in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions the event of any predecessor owner such foreclosure proceeding or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rentsale.
(c) As a condition to the subordination and attornment described in Paragraph 16(a) above, Landlord agrees that it shall obtain a subordination, non-disturbance and attornment agreement for Tenant from the current holder of a mortgage encumbering the Building in the form attached hereto as Exhibit F (the “Pre-Approved SNDA Form”), which Tenant acknowledges is a commercially reasonable form. The SNDA shall provide, inter alia, that, in the event of a foreclosure under the mortgagee’s mortgage or deed of trust (or transfer by way of deed-in-lieu thereof), so long as Tenant is not then in default under this Lease, Tenant’s right to possess the Premises will not be disturbed as a result of such foreclosure or other transfer and the Lease shall continue in full force and effect, subject to certain limitations with respect to the obligations of the successor landlord hereunder as may be set forth in such SNDA. Tenant’s subordination and attornment to any future Security Documents as set forth in Paragraph 16(a), shall be conditioned upon Landlord obtaining an SNDA for Tenant from the holder of such Security Document in any commercial reasonable form so long as it is commercially reasonable. Tenant agrees that the Pre-Approved SNDA Form (and each provision thereof) is commercially reasonable, and Tenant shall not be entitled to object to any mortgagee’s or ground lessor’s customary form if it is reasonably comparable in scope and nature to the Pre-Approved SNDA Form, and provided such form includes a provision providing that so long as Tenant is not in Default under this Lease, Tenant shall be entitled to the use and occupancy of the Premises in accordance with all of the terms and conditions of this Lease.
(d) Each party shall, upon not less than five ten (510) business days' prior notice by Landlordthe other party, execute, acknowledge and deliver to Landlord the other party a statement in writing certifying to those facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) whether or not this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Base Rent, Additional Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best actual knowledge of Tenantsuch party, Landlord the other party is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant such party may have knowledge. The form of the statement attached hereto as Exhibit "F" D is hereby approved by Tenant and Landlord for use pursuant to this Subparagraph 16(csubparagraph (d); however, at Landlord's either party’s option, Landlord such party shall have the right to use other forms for such purposepurpose so long as such form is substantially similar in substance. Tenant's In the event a party fails to execute and deliver such statement to the requesting party within such ten (10) business day period, the requesting party may send an additional notice to the other party, which notice and the envelope containing same shall be marked “URGENT” and shall include a warning thereon in bold faced 16 point type that: SUCH PARTY’S FAILURE TO RESPOND WITHIN 5 BUSINESS DAYS OF SUCH PARTY’S RECEIPT OF THIS SECOND NOTICE WILL CONSTITUTE A MATERIAL DEFAULT UNDER THIS LEASE AND, IN ANY EVENT, SHALL BE CONCLUSIVE UPON SUCH PARTY THAT THIS LEASE IS IN FULL FORCE AND EFFECT WITHOUT MODIFICATION EXCEPT AS MAY BE REPRESENTED BY THE REQUESTING PARTY IN ANY SUCH CERTIFICATE PREPARED BY THE REQUESTING PARTY AND DELIVERED TO THE OTHER PARTY FOR EXECUTION. A party’s failure to execute and deliver such statement within such time shallfive (5) business day period, at the option of Landlordthe requesting party, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant such party that this Lease is in full force and effect without modification except as may be represented by Landlord the requesting party in any such certificate prepared by Landlord the requesting party and delivered to Tenant the other party for execution. In addition, Landlord is hereby irrevocable appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver such statement in the event that Tenant fails to execute and deliver such statement within five (5) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project.
(d) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (Carlyle Group L.P.)
SUBORDINATION; ATTORNMENT; ESTOPPEL CERTIFICATES. (a) Tenant agrees that this Lease and the rights of Tenant hereunder shall be subjected subject and subordinate to any and all deeds of trust, security interests, mortgages, master leases, ground leases or other security documents and any and all modifications, renewals, extensions, consolidations and replacements thereof (collectively, "Security 5ecurity Documents") which now or hereafter constitute a lien upon or affect the Project; , the Building or the Premises. Such subordination shall be effective without the necessity of the execution by Tenant of any additional document for the purpose of evidencing or effecting such subordination. In addition, Landlord shall have he the right to subordinate or cause to be subordinated any such Security Documents to this Lease, and in such case, in the event of the termination or transfer of Landlord's estate or interest in the Project by reason of any termination or foreclosure of any such Security Documents, Tenant shall, notwithstanding such subordination, attorn attom to and become the Tenant of the successor in interest to Landlord at the option of such successor in interestLandlord. Furthermore, Tenant shall within five fifteen (515) days of demand therefor execute any instruments or other documents consistent with Tenant's rights under this Lease which may be required by Landlord or the holder of any Security Document and specifically Tenant shall execute, acknowledge and deliver within five fifteen (515) days of written demand therefor a subordination of lease or subordination of deed of trust, in the form reasonably required by the holder of the Security Document requesting the document; the failure to do so by Tenant within such time period shall be a material default hereunder. Landlord is hereby irrevocably appointed and authorized as agent and attorney-in-fact of Tenant to execute and deliver all such subordination instruments in the event that Tenant fails to execute and deliver said instruments within five (5) days after notice from Landlord requesting execution and delivery thereof. Notwithstanding any provision of this Lease to the contrary, the subordination of this Lease and the rights of Tenant to any Security Documents which are executed or entered into after the date of this Lease (and Tenant's Tenants duty hereunder to execute any documents evidencing such subordination) shall be subject to the holder of such Security Document agreeing pursuant to such holder's holders standard form for such purpose (or otherwise pursuant to any other form in common use by institutional lenders) that Tenant's possession and this Lease shall not be disturbed by such holder so long as no default hereunder shall occur, and Tenant shall attorn attom to the record owner of the Project.
(b) If any proceeding is brought for default under any ground or master lease to which this Lease is subject or in the event of foreclosure or the exercise of the power of sale under any mortgage, deed of trust or other Security Document made by Landlord covering the Premises, at the election of such ground lessor, master lessor or purchaser at foreclosure, Tenant shall attorn to and recognize the same as Landlord under this Lease, provided such successor expressly agrees in writing to be bound to all future obligations by the terms of this Lease, and if so requested, Tenant shall enter into a new lease with that successor on the same terms and conditions as are contained in this Lease (for the unexpired term of this Lease then remaining); provided, however, in no case shall such ground lessor, master lessor or purchaser (i) be liable or responsible for any acts or omissions of any predecessor owner or with respect to events prior to its ownership, (ii) be subject to any offsets or defenses Tenant may have against any predecessor (iii) be bound by prepayment of more than one (1) month's rent.
(c) Tenant shall, upon not less than five fifteen (515) days' prior notice by Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying to those customary and reasonable facts for which certification has been requested by Landlord or any current or prospective purchaser, holder of any Security Document, ground lessor or master lessor, including, but without limitation, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications), (ii) the dates to which the Basic Annual Rent, Rent and other charges hereunder have been paid, if any, and (iii) whether or not to the best knowledge of Tenant, Landlord is in default in the performance of any covenant, agreement or condition contained in this Lease and, if so, specifying each such default of which Tenant may have knowledge. The form of the statement attached hereto as Exhibit "F" is hereby approved by Tenant for use pursuant to this Subparagraph 16(c); however, at Landlord's option, Landlord shall have the right to use other forms for such purpose. Tenant's failure to execute and deliver such statement within such time shall, at the option of Landlord, constitute a material default under this Lease and, in any event, shall be conclusive upon tenant Tenant that this Lease is in full force and effect without modification except as may be represented by Landlord in any such certificate prepared by Landlord and delivered to Tenant for execution. In addition, Landlord is hereby irrevocable irrevocably appointed and authorized as agent and attorney-inanomey4n-fact of Tenant to execute and deliver such statement in the event that Tenant fails tails to execute and deliver such statement within five fifteen (515) days after notice from Landlord requesting execution and delivery thereof. Any statement delivered pursuant to this Paragraph 16 may be relied upon by any prospective purchaser of the fee of the Building or the Project or any mortgagee, ground lessor or other like encumbrancer encumbrances thereof or any assignee of any such encumbrance upon the Building or the Project. Under no circumstances shall Tenant be obligated to sign any such statement which requires or contains terms that would materially and adversely modify or amend Tenant's rights or obligations under this Lease.
(dc) In addition, and not in lieu of the foregoing, as a condition of Landlord's obligation to deliver the Premises to Tenant hereunder, on or before the date that Tenant takes possession or commences use of the Premises for any business purpose (including moving in), Tenant shall execute and deliver to Landlord a certificate substantially in the form of Exhibit "G" attached hereto, indicating thereon any exceptions thereto which Tenant claims to exist at that time.
(d) Landlord agrees to execute a certificate substantially in the form of Exhibit "G" attached hereto, in favor of such party as Tenant may reasonably request, indicating thereon any exceptions thereto which Landlord to its actual knowledge claims to exist at that time.
Appears in 1 contract
Samples: Office Lease (MSC Software Corp)