Common use of Subordination Estoppel Clause in Contracts

Subordination Estoppel. A. This Lease is subject and subordinate to all mortgages, deeds of trust and related security instruments which may now or hereafter encumber the Project and to all renewals, modifications, consolidations, replacements and extensions thereof and to each advance made or hereafter to be made thereunder. This subordination shall be self-operative and no further instrument of subordination is required. In confirmation of such subordination, however, Tenant shall, at Landlord’s request, certify in writing as to such subordination; provided that such subordination is subject to delivery of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord under this Lease, and such successor Landlord shall provide a non-disturbance agreement to Tenant, and Tenant shall promptly execute and deliver a subordination, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants hereof. The parties shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement within thirty (30) days of request therefor.

Subordination Estoppel. A. This The rights of Tenant under this Lease is subject and shall be subordinate to all mortgages, deeds the lien and terms and conditions of trust and related security instruments which may the instrument or the lien resulting from any other method of financing or refinancing now or hereafter encumber in force against the Project real estate and/or buildings of which the Demised Premises are a part or against any buildings hereafter placed upon the real estate of which the Demised Premises are a part. In addition, if the interest of Landlord in the Demised Premises shall be transferred to and owned by the holder of any deed of trust or mortgage ("Lender") by reason of foreclosure or any other manner. Tenant shall be bound to Lender under all renewalsof the terms of the Lease, modificationswith the same force and effect as if the Lender were the original Landlord under the Lease. Tenant does hereby attorn to (a) the Lender as its Landlord when the Lender is in possession of the Demised Premises, consolidations(b) a receiver appointed in any action or proceeding to foreclose the deed of trust or mortgage, replacements (c) any party acquiring title to the Demised Premises, and extensions thereof and (d) any successor to each advance made or hereafter Landlord; said attornment to be made thereundereffective and self-operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon such successor succeeding to the interest of Landlord in the Demised Premises. This subordination The provisions of this section shall be self-operative and no further instrument of subordination is requiredoperative. In confirmation of such subordinationTenant, however, Tenant shall, at Landlord’s request, certify in writing as to such subordination; provided that such subordination is subject to delivery of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at upon the request of any Lender or Landlord, shall execute, within 5 days after such party so succeeding request, instruments in confirmation of the foregoing provisions in the form requested by any such Lender or Landlord. Additionally, Tenant agrees within 5 days after written request, to execute, and deliver to Landlord and/or Landlord’s rights (“Successor designee an estoppel certificate in such form and substance as reasonably requested by Landlord”), Landlord’s designee and/or lender, with customary provisions. Should Tenant shall attorn fail to and recognize Successor return the estoppel certificate then Tenant hereby appoints Landlord as attorney-in-fact to execute an estoppel certificate on Tenant’s Landlord under this Leasebehalf, and such successor shall indemnify and hold Landlord shall provide a non-disturbance agreement to Tenantharmless for all costs and expenses, and Tenant shall promptly execute and deliver a subordinationincluding attorney fees, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants hereof. The parties shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement within thirty (30) days of request thereforrelated thereto.

Subordination Estoppel. A. and Landlord's Consents ------------------------------------------------------------ This Lease is shall be subject and subordinate at all times to all the lien of existing and future mortgages on the Premises, but only if, with respect to any such future mortgages, deeds the mortgagee agrees in writing, to the reasonable satisfaction of Tenant, that for so long as there exists no event of default hereunder by Tenant, such mortgagee will not, before or after foreclosing, taking possession of the Premises, or otherwise exercising any of its rights under such mortgage, disturb Tenant's possession of the Premises or any of Tenant's rights under this Lease. Tenant covenants and agrees to execute and deliver, upon reasonable notice, such further instruments subordinating, this Lease to the lien of any such instruments as shall be desired by Landlord, or any mortgagee or trustees under trust and related security instruments which may now or hereafter encumber deeds. The provisions of the Project and to all renewals, modifications, consolidations, replacements and extensions thereof and to each advance made or hereafter to be made thereunder. This subordination above paragraph shall be self-operative with respect to existing mortgages on the Premises and no further instrument of subordination is shall be required. In confirmation of such subordination; provided, however, Tenant shall, at Landlord’s request, certify in writing as to such subordination; provided that such subordination is subject to delivery of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”)confirmation thereof, Tenant shall attorn execute such further assurance as may be requested. Tenant further, to the extent not prohibited by law, waives the provisions of any statute or rule of law, now or hereafter in effect, which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and recognize Successor Landlord as Tenant’s Landlord under this Leasethe obligations of Tenant hereunder in the event any such foreclosure proceeding is brought, and such successor Landlord shall provide a non-disturbance agreement prosecuted or completed. Within ten (10) days after request by either party, the other party agrees to deliver an estoppel certificate to any proposed mortgagee or purchaser, Tenant, and Tenant shall promptly execute and deliver a subordinationor to Landlord, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon certifying (if such attornment be the case) that this Lease shall continue is in full force and effect asand that there are not defenses or offsets thereto, or as if it werestating those claimed by the other party. Landlord shall exercise reasonable best efforts to arrange with the holder of any existing underlying mortgage or trust deed for an agreement that if, a direct lease between Successor Landlord and Tenant upon all by foreclosure or otherwise such holder, or any successor in interest, comes into possession of the termsPremises, becomes the owner of the Premises, or takes over the rights of Landlord in the Premises, it will not disturb the possession, use or enjoyment of the Premises by Tenant - in accordance with the terms and provisions of this Lease, so long as Tenant is not in default under any of the covenants, conditions and covenants hereofagreements contained in this Lease beyond all applicable grace or cure periods. The parties Failure by Landlord to obtain such arrangements shall negotiate not relieve Tenant from any obligation under this Lease, or create any liability on the part of Landlord. Landlord hereby consents to the grant by Tenant to one or more of Tenant's lenders of a lien on and security interest in good faith all assets and personal property of Tenant from time to expeditiously time located at the Premises, including, but not limited to, all accounts receivable, inventory, goods, machinery and equipment installed by Tenant (the "Personal Property"). At the request of any such lender, Landlord shall execute and deliver such subordinationlender's form of consent and waiver agreement, non-disturbance which may include, without limitation, a waiver by Landlord of any and attornment all security interests, liens, claims or other similar rights, including, without limitation, rights of levy or distraint for rent, that Landlord may have in or on the Personal Property, and an agreement by Landlord that such lender shall have the right of reasonable access to the Premises for the purpose of removing the Personal Property within thirty (30) days after Tenant's default under this Lease or upon Tenant's default under any lending arrangements between such lender and Tenant, subject to the Tenant's obligations under Article 30 hereof, and further provided that such lender shall comply with the terms and provisions of request thereforthis Lease in respect of such period of occupancy.

Subordination Estoppel. A. 2401. Subordination. This Lease is subject Lease, automatically and without further act or deed by Tenant, shall be subordinate to any and all mortgagesMortgages currently existing or that may hereafter be placed upon the Building, deeds of trust and related security instruments which may now or hereafter encumber the Project any portion thereof, and to any and all renewals, amendments, modifications, participations, consolidations, replacements and extensions thereof thereof. Upon the request of Landlord or any Mortgagee or prospective Mortgagee, Tenant shall confirm such subordination by executing and delivering within ten (10) days of such request whatever documents Landlord or any present or prospective Mortgagee may require. Tenant hereby constitutes and appoints Landlord its true and lawful attorney-in-fact in Tenant’s name (which power of attorney shall be deemed irrevocable and a power coupled with an interest) to each advance made or hereafter execute such confirmation if Tenant shall fail to be made thereunderdo so within such 10-day period. This Said subordination and the provisions of this Section shall be self-operative and no further instrument of subordination shall be required by the holder of any Mortgage. The holder of any Mortgage to which this Lease is required. In confirmation subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such subordinationMortgage and Tenant shall execute, howeveracknowledge and deliver all documents required by such holder in confirmation thereof. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the building in which the Premises are contained, Tenant shall, at or the Building or Landlord’s requestinterest therein is transferred by foreclosure, certify by deed in writing as to such subordination; provided that such subordination lieu of foreclosure or otherwise. This Lease is subject to delivery all documents of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord under this Lease, and such successor Landlord shall provide a non-disturbance agreement to Tenant, and Tenant shall promptly execute and deliver a subordination, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants hereof. The parties shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement within thirty (30) days of request thereforrecord.

Subordination Estoppel. A. 2401. Subordination. This Lease is subject Lease, automatically and without further act or deed by Tenant, shall be subordinate to any and all mortgagesMortgages currently existing or that may hereafter be placed upon the Building, deeds of trust and related security instruments which may now or hereafter encumber the Project any portion thereof, and to any and all renewals, amendments, modifications, participations, consolidations, replacements and extensions thereof thereof. Upon the request of Landlord or any Mortgagee or prospective Mortgagee, Tenant shall confirm such subordination by executing and delivering within ten (10) days of such request whatever documents Landlord or any present or prospective Mortgagee may require. Tenant hereby constitutes and appoints Landlord its true and lawful attorney-in-fact in Tenant’s name (which power of attorney shall be deemed irrevocable and a power coupled with an interest) to each advance made or hereafter execute such confirmation if Tenant shall fail to be made thereunderdo so within such 10-day period. This Said subordination and the provisions of this Section shall be self-operative and no further instrument of subordination shall be required by the holder of any Mortgage. The holder of any Mortgage to which this Lease is required. In confirmation subordinate shall have the right (subject to any required approval of the holders of any superior Mortgage) at any time to declare this Lease to be superior to the lien, provisions, operation and effect of such subordinationMortgage and Tenant shall execute, howeveracknowledge and deliver all documents required by such holder in confirmation thereof. Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Xxxxxx’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the building in which the Premises are contained, Tenant shall, at or the Building or Landlord’s requestinterest therein is transferred by foreclosure, certify by deed in writing as to such subordination; provided that such subordination lieu of foreclosure or otherwise. This Lease is subject to delivery all documents of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord under this Lease, and such successor Landlord shall provide a non-disturbance agreement to Tenant, and Tenant shall promptly execute and deliver a subordination, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon such attornment this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all of the terms, conditions and covenants hereof. The parties shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement within thirty (30) days of request thereforrecord.

Subordination Estoppel. A. This Lease is Sublease shall be subject and subordinate to the lien of all mortgages, deeds of trust and related security instruments present or future mortgages which may now or hereafter encumber affect the Project Premises and to all renewals, modifications, consolidations, replacements and extensions thereof thereof, whether by Sublandlord or Master Landlord; provided, however, that in the event of foreclosure of any such mortgage, Subtenant shall attorn to the purchaser in foreclosure or who shall be named in any deed in lieu of foreclosure and to each advance made shall recognize such purchaser as Sublandlord under this Sublease or hereafter to be made thereunderMaster Landlord under the Master Lease. This subordination clause shall be self-operative operative, but, in any event, Subtenant hereby agrees to execute promptly and no further instrument of deliver a mutually acceptable subordination is requiredand attornment agreement or other assurances (“Subordination”) that Sublandlord or Master Landlord may request in furtherance hereof. In confirmation Notwithstanding the foregoing, should Sublandlord or Master Landlord request an executed Subordination from Subtenant and Subtenant fails to deliver the requested SNDA within ten (10) Business Days from receipt of such subordination, however, Tenant shall, at Landlord’s request, certify the parties hereby agree that Subtenant shall thereby be deemed to be in writing as to such subordination; provided that such subordination is subject to delivery of a non-disturbance agreement reasonably acceptable to with the Tenantterms and conditions set forth in the Subordination proposed by Sublandlord. Subtenant agrees at any time upon not less than ten (10) Business Days prior written notice by Sublandlord, Master Landlord, and any lender or any mortgagee (to execute, acknowledge and deliver to Sublandlord, Master Landlord, such lender or its successors or assigns). If any mortgagee (or its successors or assigns)such mortgagee, or any other person party specified by Sublandlord, Master Landlord or entitymortgagee, shall succeed to the rights of Landlord under an estoppel certificate, furnished by Sublandlord or Master Landlord, certifying that this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”), Tenant shall attorn to Sublease is unmodified and recognize Successor Landlord as Tenant’s Landlord under this Lease, and such successor Landlord shall provide a non-disturbance agreement to Tenant, and Tenant shall promptly execute and deliver a subordination, non-disturbance and attornment agreement as Successor Landlord may reasonably request. Upon such attornment this Lease shall continue in full force and effect as(or if there have been modifications) and the dates to which the Rent and other charges have been paid in advance, if any, and stating whether or as if not Sublandlord is in default of any provision of this Sublease, it werebeing intended that any such statement delivered pursuant to this provision may be relied upon by any prospective purchaser or any mortgagee thereof or any assignee of any mortgage. Notwithstanding the foregoing, a direct lease between Successor should Sublandlord or Master Landlord request an executed estoppel certificate from Subtenant and Subtenant fails to deliver the requested estoppel certificate within ten (10) Business Days from receipt of such request, the parties hereby agree that Subtenant shall thereby be deemed to be in agreement with the terms and conditions set forth in the estoppel certificate proposed by Sublandlord or Master Landlord and Tenant upon all of the terms, conditions and covenants hereof. The parties shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement within thirty (30) days of request thereforpossess no objections related thereto.

Subordination Estoppel. A. This Lease is shall be subject and subordinate to any and all mortgages, deeds of trust and related security other instruments in the nature of a mortgage, ("Landlord Mortgage"), now existing or any time hereafter that may be granted or created, and which may now created a lien or hereafter encumber liens on the Project and to all renewals, modifications, consolidations, replacements and extensions thereof and to each advance made or hereafter to be made thereunderproperty of which the Premises are a part. This subordination shall be self-operative and no further instrument of subordination is required. In confirmation of such subordination, however, The Tenant shall, at Landlord’s requestwhen requested, certify in writing as to such subordination; provided that such subordination is subject to delivery of a non-disturbance agreement reasonably acceptable to the Tenant, Landlord, and any mortgagee (or its successors or assigns). If any mortgagee (or its successors or assigns), or any other person or entity, shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new ground lease or deed, then at the request of such party so succeeding to Landlord’s rights (“Successor Landlord”), Tenant shall attorn to and recognize Successor Landlord as Tenant’s Landlord under this Lease, and such successor Landlord shall provide a non-disturbance agreement to Tenant, and Tenant shall promptly execute and deliver such written instruments as shall be necessary to show the subordination of this Lease to said mortgages, deeds of trust or other such instruments in the nature of a subordination, non-disturbance and attornment agreement as Successor Landlord may reasonably requestmortgage. Upon request from the Tenant, Landlord agrees that it shall use its best efforts to have a Subordination and Non-Disturbance Agreement ("SNDA") forwarded to Tenant by a mortgagee or other grantee of a Landlord Mortgage. At any time and from time to time, within fifteen (15) days after Landlord or Tenant shall request the same, the other will execute, acknowledge and deliver to the requesting party and to a mortgagee or any other party as may be designated by the requesting party, a certificate in a reasonably acceptable form to such attornment party with respect to the matters required by such party and such other matters relating to this Lease shall continue in full force and effect as, or as if it were, a direct lease between Successor Landlord and Tenant upon all the status of performance of obligations of the termsparties hereunder as may be reasonably requested. If a party fails to provide such certificate within fifteen (15) days after request by Landlord, conditions and covenants hereofsuch party shall be deemed to have approved the contents of any such certificate submitted to the requesting party is hereby authorized to so certify. The parties Landlord shall negotiate in good faith to expeditiously deliver such subordination, non-disturbance and attornment agreement provide Tenant with an SNDA from Landlord's current mortgagee within thirty (3060) days of request therefor.executing this Lease. The SNDA shall be substantially in the form attached hereto as Exhibit C.