TeleNav 2011 Annual Report Download - page 145

certificate may contain, without limitation, a statement (i) that this Lease, as amended to date, is in full force and effect; (ii) that Tenant is paying
Rent on a current basis; (iii) as to the existence, to the responding party’
s knowledge, of any defaults by the other party, rights to offset against
Rent, or claims against the other party; (iv) of the Lease Commencement Date and the Lease Expiration Date; (v) of the amount of Base Rent
that is due and payable; (vi) of the amounts of Tenant’
s Estimated Direct Expenses; (vii) of the status of any improvements or repairs required to
be completed by Landlord or Tenant in the Premises; and (viii) of the amount of any Security Deposit and/or any Letter of Credit. Upon delivery
(or deemed delivery) of an estoppel certificate, the responding party shall be estopped from asserting a contrary fact or claim against the party
(ies) to whom such estoppel certificate is addressed that is inconsistent with the matters addressed in the estoppel certificate, and such recipient
party(ies) may rely upon the statements made in such estoppel certificate. Upon Landlord’
s request at any time during the Lease Term, if Tenant
is not a public reporting company, Tenant shall provide to Landlord, for Tenant’
s current fiscal year and the two (2) preceding fiscal years, its
best available financial statements and, if consistent with Tenant’
s normal practice, audited by an independent certified public accountant.
Landlord shall exercise commercially reasonable efforts to keep all such financial statements confidential, provided that Landlord may disclose
the same to existing or prospective lenders, investors, partners, purchasers or other persons reasonably having a need to review such financial
statements who agree in writing to keep such statements confidential in accordance with this Section.
ARTICLE 18
SUBORDINATION
This Lease shall be subject and subordinate to all ground or underlying leases, mortgages, trust deeds and other encumbrances now or
hereafter in force against the Buildings or Project, any loan document secured by any of the foregoing (a “ Loan Document ”),
all renewals,
extensions, modifications, supplements, consolidations and replacements thereof (each, a “ Security Agreement ”),
and all advances made upon
the security of such mortgages or trust deeds, unless in each case the holder of such Security Agreement (each, a “ Security Holder ”)
requires
in writing that this Lease be superior thereto; provided, however, that such subordination shall not be effective with respect to any future
Security Agreement, unless and until the Security Holder of such Security Interest delivers a subordination, non-
disturbance and attornment
agreement (“ SNDA ”)
from the applicable Security Holder, which SNDA shall provide commercially reasonable protections for Tenant
comparable in all material respects to those set forth in the Initial SNDA. In the event of the enforcement by any Security Holder of any remedy
under any Security Agreement or Loan Document, Tenant shall, attorn to the Security Holder or to such person or entity and shall recognize the
Security Holder or such successor in the interest as Landlord under this Lease without change in the provisions hereof, provided that such party
has delivered a SNDA to Tenant as provided above and agrees not to disturb Tenant’
s occupancy so long as Tenant timely pays the Rent and
otherwise performs its obligations hereunder. In no event shall any such Security Holder or successor in interest be liable for or bound by (i) any
payment of an installment of Rent or Additional Rent which may have been made more than thirty (30) days before the due date of such
installment, (ii) any act or omission of or default by Landlord under the Lease (but the Security Holder, or such successor, shall be subject to the
continuing obligations of Landlord to the extent arising from and after such succession to the extent of the Security Holder’
s, or such
successor’s, interest in the Project), or (iii) any credits, claims, setoffs or defenses which Tenant may exist against Landlord. Landlord’
s interest
herein may be assigned as security at any time to any Security Holder. Tenant shall, within 10 days of request by Landlord, any Security Holder
or other successor in interest, execute such further instruments as such party may reasonably deem necessary to evidence or confirm the
subordination or superiority of this Lease to any Security Agreement, and/or any such attornment pursuant to this Section. Tenant hereby waives
any right it may have under Law to terminate or otherwise adversely affect this Lease or Tenant’
s obligations hereunder in the event of any
foreclosure.
The “Additional Provisions” attached hereto as Exhibit F are incorporated herein by this reference and made a part hereof.
ARTICLE 19
DEFAULTS; REMEDIES
19.1 Events of Default . The occurrence of any of the following shall constitute a “ Default ”:
19.1.1 Any failure by Tenant to pay any Rent when due unless such failure is cured within five (5) business days after written
notice; or
19.1.2 Abandonment of the Premises by Tenant (as “abandonment” is defined in Section 1951.3 of the California Civil Code);
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