Common use of Subordination Estoppels Clause in Contracts

Subordination Estoppels. a) Simultaneously with the execution hereof, Landlord shall deliver to Tenant, with regard to any and all "Ground Leases" (as hereinafter defined) and any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as of the Commencement Date of this Lease, a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "C". executed by the lessor under any such Ground Lease ("Ground Lessor") or the holder of such Mortgage ("Mortgagee"), as applicable. Tenant shall have no obligation to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment agreement, this Lease shall be subordinate to the corresponding Ground Lease or Mortgage. Landlord shall cause any present or future Mortgagee to deliver a subordination, non-disturbance and attornment agreement in accordance with this Section 20(a) at or prior to the time which the lien of the Mortgage is filed against record title to the Leased Premises. As used in this Lease, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, all or any portion of the Leased Premises, and the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion of the Leased Premises.

Subordination Estoppels. aSection 14.1 Subject to the following conditions precedent, this Lease is and shall be subject and subordinate to all present and future first mortgages or first deeds of trust affecting the Demised Premises; provided: (A) Simultaneously the Landlord delivers Non-Disturbance Agreements substantially as set forth below or in such form as is otherwise reasonably acceptable to the Tenant and lender; and (B) as long as the Tenant is not in default under this Lease beyond the applicable grace or cure periods, any mortgagee, purchaser or transferee in foreclosure, or any ground lessor in the event of default under any ground lease (i) shall honor this Lease in accordance with its terms; (ii) shall not disturb the execution hereofTenant in its possession of the Demised Premises; (iii) shall not name the Tenant in any foreclosure proceedings; and (iv) shall cause the Landlord's obligations under this Lease to be performed from and after the date of any such foreclosure, purchase or transfer. The Landlord shall promptly notify the Tenant of any mortgage, deed of trust or ground lease on the Building or the Real Property. Upon request by the Tenant, the Landlord shall deliver a properly executed, acknowledged Non-Disturbance Agreement to Tenant, with regard the Tenant in the form set forth in this Section. The Tenant shall execute any instrument which may be deemed necessary or desirable by the Landlord to further effect or to evidence the subordination of this Lease to any and all "Ground Leases" (as hereinafter defined) and such first mortgage or first deed of trust. The Landlord may assign this Lease to any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as of the Commencement Date of such first mortgagee or first trust deed holder in connection with any such lien superior to this Lease, a subordinationand the Tenant shall execute, non-disturbance and attornment agreement in at no expense to the form attached hereto as Exhibit "C". executed Tenant, any instrument which may be necessary or desirable by the lessor under any such Ground Lease ("Ground Lessor") Landlord or the holder of said lien in connection with said assignment. Any expense incurred in the preparing, executing or recording of such Mortgage assignment to any such holder shall be without expense or cost to the Tenant. Section 14.2 The Tenant further agrees, within ten ("Mortgagee")10) days of the Landlord's written request, to certify by written instrument duly executed and acknowledged to any first mortgagee, first trust deed holder or purchaser, or any proposed first mortgage lender, first trust deed holder or purchaser, that this Lease is in full force and effect, or if not, in what respect it is not, that this Lease has not been modified, or the extent to which it has been modified, that there are no existing defaults hereunder to the best of the knowledge of the party so certifying, or specifying the defaults, if any, and any other information which the Landlord shall reasonably require. Any such certification shall be without prejudice as applicable. between the Landlord and the Tenant, it being agreed that any document required hereunder shall not be used in any litigation between the Landlord and the Tenant. Section 14.3 Upon request by the Tenant, the Landlord agrees to provide to the Tenant, or on behalf of the Tenant, an estoppel form stating that this Lease is in full force and effect, or if not, in what respect it is not, that this Lease has not been modified, or to the extent it has been modified, that there are no exiting defaults hereunder to the best of the knowledge of the party so certifying, or specifying the defaults, if any, and any other information which the Tenant shall have no obligation to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment agreement, this Lease shall be subordinate to the corresponding Ground Lease or Mortgage. Landlord shall cause any present or future Mortgagee to deliver a subordination, non-disturbance and attornment agreement in accordance with this Section 20(a) at or prior to the time which the lien of the Mortgage is filed against record title to the Leased Premises. As used in this Lease, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, all or any portion of the Leased Premises, and the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion of the Leased Premisesreasonably require.

Subordination Estoppels. a) Simultaneously with the execution hereof, Landlord shall deliver to Tenant, with regard to any and all "Ground Leases" (as hereinafter defined) and any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as of the Commencement Date of this Lease, a subordination, non-non- disturbance and attornment attomment agreement in the form fofII1 attached hereto as Exhibit "C". , executed by the lessor under any such Ground Lease ("Ground Lessor") or the holder of such Mortgage ("Mortgagee"), as applicable. Tenant shall have no obligation to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In delivery .In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-non- disturbance and attornment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment agreement, this Lease shall be subordinate to the corresponding Ground Lease or Mortgage. Landlord shall cause any present or future Mortgagee to deliver a subordination, non-disturbance and attornment agreement in accordance with this Section 20(a) at or prior to the time which the lien of the Mortgage is filed against record title to the Leased Premises. As used in this Lease, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, all or any portion of the Leased Premises, and the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion of the Leased Premises.

Subordination Estoppels. a) Simultaneously with the execution hereof, Landlord shall deliver to Tenant, with regard to any and all "Ground Leases" (as hereinafter defined) and any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as of the Commencement Date of this Lease, a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "C". , executed by the lessor under any such Ground Lease ("Ground Lessor") or the holder of such Mortgage ("Mortgagee"), as applicable. Tenant shall have no obligation to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-non- disturbance and attornment attomment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment agreement, this Lease shall be subordinate to the corresponding Ground Lease or Mortgage. Landlord shall cause any present or future Mortgagee to deliver a subordination, non-non- disturbance and attornment agreement in accordance with this Section 20(a) at or prior to the time which the lien of the Mortgage is filed against record title to the Leased Premises. As used in this Lease, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, all or any portion of the Leased Premises, and the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion of the Leased Premises.

Subordination Estoppels. a) Simultaneously with the execution hereof, Section 13.01. This Lease is conditioned upon Landlord shall deliver delivering to Tenant, with regard to any and all "Ground Leases" within thirty (as hereinafter defined30) and any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as days of the Commencement Date of this Leasedate hereof, a subordination, non-disturbance nondisturbance and attornment agreement from the holder of the existing mortgage, in the form attached hereto as Exhibit "C". executed by J, to not disturb Tenant’s possession of the lessor Demised Premises so long as Tenant is not in default under any such Ground provision of this Lease and Tenant agrees, at said holder’s option, to attorn to said holder. If Landlord shall not have delivered said agreement on or before said date, Tenant may, within three ("Ground Lessor"3) or the holder of such Mortgage ("Mortgagee")days thereafter, as applicableterminate this Lease. If Tenant shall not have no obligation elected to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment agreementterminate this Lease, this Lease shall be subject and subordinate to the corresponding Ground Lease or Mortgagesaid mortgage. Landlord represents there is no ground lease held by any superior landlord as of the date hereof. Furthermore, this Lease will be subject and subordinated to all future first mortgages or deeds of trust or ground lessors (herein “Superior Instruments”) affecting the Demised Premises, provided that either any such Superior Instrument shall cause any present or future Mortgagee to deliver include therein a subordination, non-disturbance and attornment agreement in accordance with this Section 20(a) at or prior covenant on the part of the holder thereof substantially to the effect that it will not at any time join Tenant as a party defendant in any action which the lien may be brought to foreclose said Superior Instrument, or disturb Tenant’s possession of the Mortgage Demised Premises, so long as Tenant is filed against record title to the Leased Premises. As used not in default under any provision of this Lease, or provided Landlord obtains a nondisturbance agreement in favor of Tenant from the term "Mortgage" holder of said Superior Instrument, and provided further that in either event, Tenant agrees, at the option of the holder of any Superior Instrument, to attorn to said holder. Tenant shall mean execute, at no expense to Tenant, any mortgageinstrument which may be deemed necessary or desirable by Landlord to further effect or to evidence the subordination of this Lease to any such Superior Instrument. Landlord may assign this Lease to the holder of any Superior Instrument, deed and Tenant shall execute, at no expense to secure debtTenant, deed any instrument which may be necessary or desirable by Landlord or the holder of trustsaid Superior Instrument in connection with said assignment. Any expense incurred in the preparing, executing or recording of such assignment to any such holder shall be without expense or cost to Tenant. Section 13.02. Tenant further agrees, within seven (7) business days of Landlord’s written request, to certify by written instrument duly executed and acknowledged to any mortgagee, trust deed holder or other collateral conveyance ofpurchaser, or lien any proposed mortgage lender, trust deed holder or encumbrance againstpurchaser, all that this Lease is in full force and effect, or any portion if not, in what respect it is not, that this Lease has not been modified, or the extent to which it has been modified, that there are no existing defaults hereunder to the best of the Leased Premisesknowledge of the party so certifying, or specifying the defaults, if any, and any other information which Landlord shall reasonably require, provided Tenant shall receive an estoppel from such entity concurrently. Any such certification shall be without prejudice as between Landlord and Tenant, it being agreed that any document required hereunder shall not be used in any litigation between Landlord and Tenant. Section 13.03. Landlord agrees, upon request of Tenant, within seven (7) business days, to certify by written instrument, that this Lease is in full force and effect, or if not, in what respect it is not, that this Lease has not been modified, or the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion extent to which it has been modified, that there are no existing defaults hereunder to the best of the Leased Premisesknowledge of the party so certifying, or specifying the defaults, if any, and any other information which Tenant shall reasonably require. Landlord further agrees, upon request of Tenant, to provide to any equipment lease vendor of Tenant who so requires an agreement which would permit such vendor to enter upon the Demised Premises after Tenant’s default and Landlord’s repossession for the purposes of equipment preservation and sale, provided such agreement provides for (A) a set term which is no less than thirty (30) and no more than sixty (60) days, without Landlord’s consent, and for the vendor’s payment of the Monthly Basic Rent and Additional Rent during such period; and (B) that the vendor maintains the insurance required pursuant to this Lease and delivers a certificate of insurance or policy and evidence of payment of the premium; and (C) indemnifies, defends and holds Landlord harmless with respect to any acts or omissions occurring during its occupancy; and (D) repairs any damage caused by the removal or sale of such equipment.

Subordination Estoppels. a) Simultaneously with the execution hereof, Landlord shall deliver to Tenant, with regard to any and all "Ground Leases" (as hereinafter defined) and any and all "Mortgages" (as hereinafter defined) encumbering the Leased Premises as of the Commencement Date of this Lease, a subordination, non-non- disturbance and attornment agreement in the form attached hereto as Exhibit "C". , executed by the lessor under any such Ground Lease ("Ground Lessor") or the holder of such Mortgage ("Mortgagee"), as applicable. Tenant shall have no obligation to pay Basic Rent or other charges hereunder until such subordination, non-disturbance and attornment attomment agreement(s) are delivered to Tenant, whereupon Tenant shall pay all accrued Basic Rent and other charges due hereunder at the time of such delivery. In addition, throughout the Term, Landlord shall deliver to Tenant a subordination, non-disturbance and attornment attomment agreement in the form attached hereto as Exhibit "C" executed by any Ground Lessor or Mortgagee (as applicable) with regard to all future Ground Leases and Mortgages and with regard to all renewals, modifications, replacements and extensions of such Ground Leases or Mortgages. Upon Tenant's receipt of the executed subordination, non-disturbance and attornment attomment agreement, this Lease shall be subordinate to the corresponding Ground Lease or Mortgage. Landlord shall cause any present or future Mortgagee to deliver a subordination, non-disturbance and attornment attomment agreement in accordance with this Section 20(a) at or prior to the time which the lien of the Mortgage is filed against record title to the Leased Premises. As used in this Lease, the term "Mortgage" shall mean any mortgage, deed to secure debt, deed of trust, trust deed or other collateral conveyance of, or lien or encumbrance against, all or any portion of the Leased Premises, and the term "Ground Lease" shall mean any ground lease or master lease affecting all or any portion of the Leased Premises.