SUBORDINATION; ESTOPPEL LETTERS Clause Samples
The "Subordination; Estoppel Letters" clause establishes that certain rights or interests, typically of tenants or other parties, are subordinate to the interests of a lender or another primary party, and requires those parties to provide estoppel letters upon request. In practice, this means that tenants may need to acknowledge in writing the status of their lease and confirm that they have no claims against the landlord, which can be relied upon by lenders or buyers. This clause is essential for facilitating financing or sales transactions by ensuring that lenders or purchasers have clear, reliable information about existing agreements and that their interests take priority.
SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subordinate to any current or future mortgage or mortgages placed on the Property together with all other documents requested by L▇▇▇▇▇’s mortgagee in connection with, any such mortgage. Within 10 business days after notice by L▇▇▇▇▇, L▇▇▇▇▇ shall execute a confirmation of the subordination of this Lease to any current or future mortgage or mortgages placed on the Property by L▇▇▇▇▇ and other documents in customary form requested by L▇▇▇▇▇’s mortgages including but not limited to:
a). agreements to give notice of L▇▇▇▇▇’s defaults to such mortgagee;
b). agreements not to pay rent more than 30 days in advance;
c). confirmation of the terms and status of this Lease;
d). agreements to attorn to any party acquiring rightful possession of the I eased Premises; and,
e). similar or related representations or undertakings customarily required by mortgage lenders from tenants. provided, however that lessee shall receive a “Non-disturbance Agreement” from such mortgagee in customary form assuring L▇▇▇▇▇ that as long as Lessee is not in default under this lease, L▇▇▇▇▇’s rights hereunder shall not be impaired by such mortgagee. Lessee agrees that from time to time, it will deliver to Lessor or its designee within 5 business days of the date of Lessor’s request, a statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect, if this is so, (or if there have been modifications that the Lease, as modified, in full force and effect); (ii) the dates to which rent and other charges have been paid; (iii) that Lessor is not in default under any provisions of this Lease or, if in default, the nature thereof in detail; and (iv) such other true statements as Lessor may require.
SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subject and subordinate to any current or future mortgage or mortgages placed on the Property and to all other documents executed in connection with any such mortgage. Tenant agrees that from time to time it shall deliver to Landlord or Landlord’s mortgagee or designee within ten (10) business days of the date of Landlord’s or Landlord’s mortgagees or such other designee’s request, a statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect, if this is so, or if there have been modifications, that the Lease, as modified, is in full force and effect; (ii) the dates to which Rent and other charges have been paid; (iii) that Landlord is not in default under any provisions of this Lease or, if in default, the nature thereof in detail; and (iv) such other true statements as Landlord or Landlord’s mortgagee or designee may reasonable require. Tenant’s failure to execute and deliver such statements within the time required shall, at Landlord’s election, be an Event of Default and shall also be conclusive upon Tenant that (a) this Lease is in full force and effect and has not been modified except as represented by Landlord; (b) that Landlord is not in default under any provisions of this Lease and that Tenant has no right of offset, counterclaim or deduction against Rent. Notwitstanding the foregoing, Landlord will obtain a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit H (the “SNDA”) executed by Landlord and the current mortgagee, and Tenant shall execute and deliver such SNDA concurrently with Tenant’s execution and delivery of this Lease and until the Full Premises Commencement Date, Landlord shall obtain a subordination/non-disturbance and attornment agreement from any future mortgagee on such mortgagee’s standard form, subject to Tenant’s reasonable comments. After the occurrence of the Full Premises Commencement Date and upon Tenant’s request, Landlord agrees to use reasonable efforts to have any mortgagee of the Property enter into its usual subordination, non-disturbance agreement with Tenant provided that Tenant is not then in default under this Lease.
SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subject and subordinate to any current or future mortgage or mortgages placed on the Property and to all other documents executed in connection with any such mortgage. ▇▇▇▇▇▇ agrees not to pay rent more than thirty (30) days in advance and to attorn to any party acquiring rightful possession of the Premises by or through any such mortgage. Landlord agrees to make commercially reasonable efforts to provide a subordination and nondisturbance agreement from its mortgage lender on the form acceptable to such lender within thirty days following the full execution of this Lease. Within fifteen (15) days after written request by ▇▇▇▇▇▇▇▇, but not more often than twice every twelve (12) months, Tenant shall execute, acknowledge and deliver to Landlord or to Landlord’s mortgagee, prospective mortgagee, land lessor or prospective purchaser of the Property or any part thereof, an estoppel certificate, in form and substance substantially similar to that attached as Exhibit D and incorporated herein by reference. Tenant shall make such modifications to such estoppel certificate as may be necessary to make such certificate true and accurate, it being intended that any such statement delivered pursuant to this Section 20 may be relied upon by any such mortgagee, prospective mortgagee, prospective purchaser, or land lessor of the Property. If Tenant fails to provide such estoppel certificate within fifteen (15) days after ▇▇▇▇▇▇▇▇’s request, Tenant shall be deemed to have approved the contents of any such certificate submitted to Tenant by Landlord and Landlord is hereby authorized to so certify, but without, however, limiting any rights and remedies available to Landlord by reason of Tenant’s failure to so comply.
SUBORDINATION; ESTOPPEL LETTERS. The rights and interest of Tenant under this Lease shall be subject and subordinate to any mortgages or trust deeds now existing or hereafter placed upon the Property and the Premises and to any and all extensions, renewals, refinancing and modifications thereof. Tenant shall execute and deliver whatever instruments may be reasonably required for such purposes or for the purpose of informing potential or existing lender(s) or purchaser(s) of the Property as to status of its tenancy. Any such instruments or estoppel letters shall contain all information as may be reasonably required by Landlord or any other entity in conjunction with such transaction. In the event Tenant fails to do so within ten (10) days after a demand in writing. Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact and in its name, place and stead to execute same. Tenant agrees to attorn to a lender or any other party coming into title to Property upon written request of Landlord. Such attornment letter shall provide that: (i) the Lease is in full force and effect, that there exists no default (or if same exist, shall detail same); (ii) that Tenant shall look to lender or any other new party as Landlord under this Lease effective as of the date of attornment; and (iii) the new Landlord shall not be liable for any prior claims, offsets or defenses available against old Landlord.
SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subordinate to any current or future mortgage or mortgages placed on the Property together with all other documents requested by Lessor’s mortgagee in connection with, any such mortgage. Within 10 business days after notice by Lessor, Lessee shall execute a confirmation of the subordination of this Lease to any current or future mortgage or mortgages placed on the Property by Lessor and other documents in customary form requested by Lessor’s mortgagee including but not limited to:
a). agreements to give notice of Lessor’s defaults to such mortgagee;
b). agreements not to pay rent more than 30 days in advance;
SUBORDINATION; ESTOPPEL LETTERS. The rights and interest of Tenant under this Lease shall be subject and subordinate to any mortgages or trust deeds now existing or hereafter placed upon the Property and the Premises, and to any and all extensions, renewals, refinancing and modifications thereof. Tenant shall execute and deliver whatever instruments may be required for such purposes or for the purpose of informing potential or existing lender or purchaser of Property as to status of its tenancy, provided that the party to whom Tenant subordinates executes a non-disturbance covenant in favor of Tenant. Any such instruments or estoppel letters shall contain all information reasonably required by Landlord or other entity in conjunction with such transaction. In the event Tenant falls to do so within fifteen (15) days after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney-in-fact and in its name, place and stead to execute same. Tenant agrees to attorn to a lender or other party coming into title to Property upon written request of Landlord, provided that the party coming into title executes a non-disturbance covenant in favor of Tenant and agrees to be bound by the terms of this Lease as Landlord. Attornment Letter shall provide that: (a) the Lease is in full force and effect, that there exists no default (or if same exist, shall detail same);
SUBORDINATION; ESTOPPEL LETTERS. This Lease is expressly subordinate to any current or future mortgage or mortgages placed on the Property and to all other documents executed in connection with any such mortgage. Tenant agrees not to pay rent more than thirty (30) days in advance and to attorn to any party acquiring rightful possession of the Premises by or through any such mortgage. Tenant agrees that from time to time it shall deliver to Landlord or Landlord's mortgagee or designee within ten (10) business days of the date of Landlord's or Landlord's mortgagees or such other designee's request, a statement, in writing, certifying (i) that this Lease is unmodified and in full force and effect, if this is so, or if there have been modifications, that the Lease, as modified, is in full force and effect; (ii) the dates to which Rent and other charges have been paid; (iii) that Landlord is not in default under any provisions of this Lease or, if in default, the nature thereof in detail; (iv) the subordination of this Lease to any current or future mortgage or mortgages placed on the Property by Landlord and Tenant's agreement to attorn to any party acquiring rightful possession of the Premises by or through any such mortgage; and (v) such other true statements as Landlord or Landlord's mortgagee or designee may reasonably require. Landlord intends to refinance the Building in the first quarter of 2017. Landlord shall cause the mortgagee of such refinancing to enter into its usual subordination, non-disturbance and attomment agreement (“SNDA”) with Tenant, subject to Tenant's negotiation of commercially reasonable modifications to any such SNDA. Landlord shall thereafter use commercially reasonable to cause any future mortgagee of the Property to enter into such mortgagee's usual SNDA with Tenant, subject to Tenant's negotiation of commercially reasonable modifications to any such SNDA. Landlord represents and warrants that no lease superior to this Lease (e.g., a ground lease) exists with respect to the Property.