Common use of SUBORDINATION AND ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or underlying lease which may now or hereafter be in effect regarding the Leased Premises or any component thereof, to any Mortgage now or hereafter encumbering the Leased Premises or any component thereof, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such Mortgage, and to any replacements and substitutions for such Mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. Tenant, however, upon request of any party in interest, shall execute and deliver within ten (10) days after request such instrument or certificates as may be reasonably required to carry out the intent hereof. If the interests of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at the election of the purchaser, Tenant shall be bound to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and is unmodified, and such other matters as requested by Landlord or Landlord’s Mortgagee.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this 18.01. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms Subject to the receipt by Tenant of non-disturbance provisions reasonably satisfactory to Tenant in the event of leases and of mortgages that may hereafter be in effect, this provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. Upon demand, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require; provided, Landlord shall cause any future mortgagee to include in any such subordination agreement non-disturbance provisions reasonably satisfactory to Tenant and such mortgagee. Landlord acknowledges that there is no mortgage on the Building as of the date hereof. Tenant shall not unreasonably withhold, delay, or defer its written consent reasonable modifications in this Lease which are a condition of any financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant’s use and enjoyment of the Premises. 18.02. Notwithstanding the generality of the foregoing provisions of Section 18.01, howeverany mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, subject to the receipt by Tenant of non-disturbance provisions reasonably satisfactory to Tenant in the event of leases and of mortgages that may hereafter be in effect, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (“Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord’s consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.05 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee’s sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require, subject to the receipt by Tenant of non-disturbance provisions reasonably satisfactory to Tenant in the event of leases and of mortgages that may hereafter be in effect. 18.03. Tenant shall, from time to time, within ten (10) days Business Days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under extent true, that this Lease, as the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying that the Tenant is in possession of the Leased Premisesmay have been amended, the Leased Premises are acceptable, this Lease is in full force and effect effect; that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is unmodifiedas set forth in this Lease, or has been changed as set forth in the certificate; that Tenant has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. 18.04. No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant’s Mortgageeobligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Section 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground deeds to secure debt, mortgages, or underlying lease other security instruments which may now or hereafter be in effect regarding cover all or any portion of the Leased Premises or any component thereof, to any Mortgage now or hereafter encumbering the Leased Premises or any component thereof, to all advances made or hereafter to be made upon the security interest of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such MortgageLandlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms Landlord shall use reasonable efforts to cause the holder of any mortgage encumbering the Premises as of the date of this Lease to execute and deliver to Tenant a subordination, non-disturbance and attornment agreement in such holder's current form with Tenant responsible for all costs imposed by such holder to prepare or execute same. If Landlord fails to cause such holder to execute and deliver such agreement, Tenant shall have no right to terminate this lease. This provision shall is declared by Landlord and Tenant to be self-self- operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, howeverTenant shall execute, upon request of any party in interestacknowledge, shall execute and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days Business Days after request such instrument or certificates Landlord's request, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf; Tenant hereby irrevocably appoints Landlord as may be reasonably required to carry out the intent hereof. If the interests of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at the election of the purchaser, Tenant shall be bound to the purchaser under the terms Tenant's agent and conditions of this Lease attorney-in-fact for the balance purpose of the remaining Termexecuting, acknowledging, and delivering any such instruments and certificates. Tenant shall execute and deliver within ten (10) days after request not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a statement certifying that condition of any construction, interim or permanent financing for the Tenant is Premises or any reciprocal easement agreement with facilities in possession the vicinity of the Leased Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Premises, the Leased Premises are acceptablerelating to easements, this Lease is in full force and effect and is unmodifiedfranchises, and other interests or rights upon, across, or appurtenant to the Premises; and (b) all utility easements and agreements, now or hereafter created for the benefit of the Premises. Section 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such other matters mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as requested by such mortgagee or lessor of Landlord or Landlord’s Mortgagee.may consider appropriate in its

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this a. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate at all times to all ground or underlying leases which now exist or may hereafter be executed affecting the Building or any part thereof or the Land, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease which may now or hereafter be in without the necessity of having further instruments on the part of Tenant to effect regarding the Leased Premises or such subordination. Upon request of Landlord, Tenant will execute any component thereof, further written instrument necessary to subordinate its rights hereunder to any Mortgage now such underlying leases or hereafter encumbering liens. If, at any time, or from time to time during the Leased Premises or Term, any component thereofmortgagee shall request that this Lease have priority over the lien of such mortgage, to and if Landlord consents thereto, this Lease shall have priority over the lien of such mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions thereunder and restatements of such Mortgageinterest thereon, and to any replacements and substitutions for such Mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. TenantTenant shall, however, upon request of any party in interest, shall execute and deliver within ten (10) days after receipt of a request such instrument or certificates as may be reasonably required to carry out therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the intent hereofpriority of this Lease. If the interests of Landlord under In any event, however, if this Lease shall be transferred have priority over the lien of a first mortgage, this Lease shall not become subject or subordinate to the lien of any purchaser subordinate mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate mortgagee, without the written consent of the first mortgagee. b. In the event oft (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building, or Landlord's interest therein in a foreclosure sale or by reason deed in lieu of foreclosure under any mortgage or other proceedings for enforcement deed of trust, or pursuant to a power of sale contained in any Mortgagemortgage or deed of trust, then in any of such events Tenant shall, at the election request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or the interest of the purchaser, Tenant shall be bound to the purchaser lessor under the terms and conditions of terminated ground or underlying lease, as the case may be, as "Landlord" under this Lease for the balance then remaining of the remaining Term. , and thereafter this Lease shall continue as a direct lease between such person or entity, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such person's succession to title, nor be bound by any payment of Monthly Base Rent or Additional Rent before such lease termination or before such person's succession to title for more than one month in advance. c. Tenant shall execute agrees, at any time, and from time to time, upon not less than fifteen (15) days' prior notice by Landlord, to execute, acknowledge and deliver within ten (10) days after request to Landlord, a statement in writing certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, (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 Term of the Lease has commenced and the full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is unmodifiedpresently occupying the same; (iv) all improvements required by the terms of the Lease to be made by Landlord have been completed and all tenant improvement allowances have been paid in full; (v) there are no offsets, counterclaims, abatements or defenses against or with respect to the payment of any rent or other charges due under the Lease; (vi) no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the Tenant, Landlord is not in default in the performance of any covenant, agreement, provision or condition contained in the Lease or, if so, specifying each such default of which Tenant may have knowledge; (viii) the address for notices to be sent to Tenant; (ix) the only security deposit tendered by Tenant is as set forth in the Lease, and such security deposit has been paid to Landlord; and (x) any other matters as information requested by Landlord or Landlord’s Mortgageeany mortgagee or ground lessor of the Building and/or the Land it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of the Building or any part thereof, any mortgagee or prospective mortgagee thereof, any prospective assignee of any mortgage thereof, any ground lessor or prospective ground lessor of the Land and/or the Building, or any prospective assignee of any such ground lease. Tenant also agrees to execute and deliver from time to time such estoppel certificates as an institutional lender may require with respect to this Lease.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that Subject to the provisions of this Section 18.1, this Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for such Mortgage. The terms of this provision shall be self-operative to any increases, renewals, modifications, consolidations, replacements, and no further instrument of subordination shall be required. Tenant, however, upon request extensions of any party in interestof such mortgages. Upon written demand, Tenant shall execute execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days Business Days after Landlord’s request or, within such instrument in (10) Business Day period, to respond in writing to Landlord with any comments or certificates as may be reasonably required to carry out the intent hereof. If the interests of Landlord under this Lease shall be transferred objections to any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at the election of the purchasersuch instrument, Tenant shall be bound in default of this Lease. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant’s use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government having over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the purchaser under Project; and (b) all utility easements and agreements, now or hereafter created for the terms benefit of the Project. Notwithstanding anything above to the contrary, Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement (“Non-Disturbance Agreement”) in favor of Tenant from any ground lessors, mortgage holders and conditions deed of trust beneficiaries of Landlord acquiring an interest in the Building or the underlying land after the data of this Lease for until the balance expiration of the remaining TermTerm of this Lease in consideration of, and as an express condition precedent to, any subordination of this Lease provided for hereunder. Any such Non-Disturbance Agreement shall be duly executed by the lien holder under any of the existing aforesaid instruments, which Non-Disturbance Agreement shall be in a recordable and commercially reasonable form standard in the lending industry and shall be reasonably acceptable to Tenant shall execute and, upon execution by Tenant shall, at Landlord’s sole cost and deliver expense, be recorded by Landlord against the Project in the official records of the County of San Diego within twenty (20) days of Landlord’s receipt thereof, fully executed by the parties thereto. Within ten (10) days after request a statement certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and is unmodified, and such other matters as requested by Landlord or Landlord’s Mortgageereceipt of a conformed copy of any such Non-Disturbance Agreement, Landlord shall deliver to Tenant a conformed copy thereof showing the pertinent recording information.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Lease and all rights 26.1 This Lease, at the option of Tenant hereunder are and Landlord, shall be subject subject, subordinate and subordinate inferior to the lien and estate of any liens, encumbrances or ground leases and any renewals, extensions or underlying lease which may replacement thereof, now or hereafter be in effect regarding affecting the Leased Premises or any component thereof, to any Mortgage now or hereafter encumbering the Leased Premises or any component thereof, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions and restatements of such Mortgage, and to any replacements and substitutions for such MortgageProperty. The terms of this provision shall be self-operative and no further instrument of Such subordination shall be required. effective without any further act of Tenant, howeverbut Tenant agrees to execute, upon request of any party in interest, shall execute acknowledge and deliver promptly upon demand such further instrument or instruments subordinating this Lease to any such liens, encumbrances or ground leases as shall be desired by Landlord, and hereby agrees that it shall be a material default hereunder entitling Landlord to exercise its remedies pursuant to Section 23.1, notwithstanding anything to the contrary in this Lease, if Tenant fails to do so within ten (10) days after written request such instrument or certificates as by Landlord. Notwithstanding the foregoing any mortgage holder may be reasonably required at any time subordinate its mortgage to carry out the intent hereof. If the interests of Landlord under this Lease without Tenant's consent by notice in writing to Tenant, and thereupon this Lease shall be transferred deemed prior to such mortgage without regard to their respective dates of execution, delivery or recording and in that event such mortgagee shall have the same rights with respect to this Lease as though the Lease had been executed prior to the execution, delivery and recording of such mortgage and had been assigned to such mortgagee. Tenant agrees that neither any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at such mortgage nor the election institution of the purchaser, Tenant shall be bound to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and is unmodified, and any such other matters as requested by Landlord action or Landlord’s Mortgagee.proceeding

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that a. Subject to terms of Section 15.b below, this Lease Lease, and all the rights of Tenant hereunder hereunder, are and shall be subject and subordinate to any the interest of (i) all present and future ground or underlying lease which may now or hereafter be in effect regarding the Leased Premises leases and master leases, if any, of all or any component thereofpart of the Building and/or the Land; (ii) present and future mortgages and deeds of trust, to any Mortgage now or hereafter if any, encumbering the Leased Premises all or any component thereof, to part of the Building and/or the Land; (iii) all past and future advances made under any such mortgages or hereafter to be made upon the security deeds of such Mortgage, to trust; and (iv) all amendmentsrenewals, modifications, renewals, consolidations, extensions and restatements of such Mortgage, and to any replacements and substitutions for extensions of any such Mortgage. The terms ground leases, master leases, mortgages and deeds of this provision shall be self-operative and no trust, in each case without the necessity of having further instrument instruments on the part of subordination shall be required. TenantTenant to effect such subordination; provided, however, upon request that any lessor under any such ground lease or master lease or any mortgagee or beneficiary under any such mortgage or deed of trust (any party such lessor, mortgagee or beneficiary is hereinafter referred to as a "Mortgagee" and any such ground leases, master leases, mortgages and deeds of trust is hereinafter referred to as a "Mortgage") shall have the right to elect, by written notice given to Tenant, to have this Lease made superior in interestwhole or in part to any such Mortgage (or subject and subordinate to such Mortgage but superior to any junior mortgage or junior deed of trust). Tenant shall, shall execute and deliver within ten (10) business days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments to further confirm the subordination (or priority, as applicable) of this Lease and Tenant's rights hereunder to the rights of any Mortgagee. In any event, however, if this Lease shall have priority over the lien of a first Mortgage, this Lease shall not become subject or subordinate to the lien of any subordinate Mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate Mortgagee, without the written consent of the first Mortgagee. b. Landlord hereby represents and warrants to Tenant that, as of the Effective Date, there are no Mortgages encumbering Landlord's interest in the Land. Landlord agrees to obtain a commercially reasonable subordination, non-disturbance and attornment agreement ("SNDA") from any future Mortgagee of the Building and/or the Land, which SNDA shall provide that Mortgagee shall not terminate the Lease nor disturb the possession of Tenant under the Lease upon any judicial or non-judicial foreclosure of the Deed of Trust or upon acquiring title to the Project by deed-in-lieu of foreclosure, or otherwise so long as no Event of Default shall have occurred and remain uncured and this Lease is otherwise in full force and effect. Tenant agrees to use commercially reasonable efforts to negotiate, execute, and deliver to Landlord any such instrument or certificates as may be reasonably required SNDA provided by Landlord within ten (10) business days following Landlord's delivery of same. Landlord's failure to carry out the intent hereof. If the interests of obtain an SNDA from any future Mortgagee shall not constitute a default by Landlord under this Lease but rather the effect of such failure shall be transferred that this Lease shall not be subordinated to any purchaser by reason the lien of foreclosure or other proceedings for enforcement such future Mortgage and the Lease shall be superior to that Mortgagee’s particular interest. In the event of any Mortgage, at the election of the purchaser, Tenant shall be bound to the purchaser under conflict between the terms and conditions of this Lease and the terms and conditions of the SNDA, the terms and conditions of the SNDA shall control. c. In the event of: (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building, or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any Mortgage, or pursuant to a power of sale contained in any Mortgage, then in any of such events Tenant shall, at the request of Landlord or Landlord's successor in interest, and provided such successor agrees in writing to be bound by all terms and conditions of this Lease as Landlord hereunder, attorn to and recognize the transferee or purchaser of Landlord's interest or the interest of the lessor under the terminated ground or underlying lease, as the case may be, as "Landlord" under this Lease for the balance then remaining of the remaining Term. , and thereafter this Lease shall continue as a direct lease between such person or entity, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such person's succession to title, nor be bound by any payment of Monthly Base Rent or Additional Rent before such lease termination or before such person's succession to title for more than one month in advance. (i) Tenant shall execute agrees, at any time, and from time to time, to execute, acknowledge and deliver to Landlord, within ten (10) business days after request following written notice by Landlord, a statement certifying in writing certifying, to the extent true and accurate, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease same is in full force and effect as modified and stating the modifications); (ii) the Term of this Lease has commenced and the full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is unmodifiedpresently occupying the same; (iv) all improvements required by the terms of this Lease to be made by Landlord have been completed and all tenant improvement allowances have been paid in full; (v) to the actual knowledge of Tenant, there are no offsets, counterclaims, abatements or defenses against or with respect to the payment of any rent or other charges due under this Lease; (vi) no rent under this Lease has been paid more than thirty (30) days in advance of its due date; (vii) to the actual knowledge of Tenant, Landlord is not in default in the performance of any covenant, agreement, provision or condition contained in this Lease or, if so, specifying each such default of which Tenant may have knowledge; (viii) the address for notices to be sent to Tenant; (ix) the only security deposit, if any, tendered by Tenant is as set forth in this Lease, and such security deposit, if any, has been paid to Landlord; and (x) any other matters as information reasonably requested by Landlord or any Mortgagee it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of the Building or any part thereof, any Mortgagee or prospective Mortgagee thereof, any prospective assignee of any Mortgage thereof. Tenant also agrees to execute and deliver from time to time such estoppel certificates, in the same timeframe and substance as provided in the preceding sentence, as any Mortgagee shall reasonably require with respect to this Lease. (ii) Landlord agrees, at any time, and from time to time, to execute, acknowledge and deliver to Tenant, within ten (10) business days following written notice by Tenant, a certificate comparable in substance to the certificate outlined in Section 15.d.(i) above, it being intended that any such certificate delivered pursuant hereto may be relied upon by any Affiliate Transferee or any bona-fide institutional lender of Tenant. (iii) Notwithstanding anything to the contrary set forth in this Section 15.d., neither Landlord nor Tenant shall be obligated to deliver more than one (1) certificate pursuant to the terms of this Section 15.d on more than one (1) occasion in any calendar year, unless such certificate is requested (A) by any Mortgagee or prospective Mortgagee, (B) in connection with any sale of the Building, (C) in connection with any sale of the business of Tenant complying with the terms of Section 7 of this Lease, or (D) required by any bona-fide institutional lender of Tenant. e. Tenant agrees to give any Mortgagee, by certified mail, return receipt requested, a copy of any notice of default served upon Landlord’s , provided that prior to such notice Tenant has been notified in writing of the address of such Mortgagee. Tenant further agrees to afford the Mortgagee a period of thirty (30) days beyond any period afforded to Landlord for the curing of such default, or if such default cannot reasonably be cured within that time then such additional time as may be reasonably necessary to cure such default (including, but not limited to, commencement of foreclosure proceedings, termination of ground lease and/or appointment of a receiver), prior to taking any action to terminate this Lease. Furthermore, if, in connection with obtaining temporary, construction or permanent financing for the Building or the Land, any Mortgagee shall request commercially reasonable modifications of this Lease as a condition to such financing, Tenant agrees that Tenant will not unreasonably withhold or delay the execution of an agreement of modification of this Lease, provided such modifications do not (a) increase Tenant's financial obligations under the Lease; (b) materially and adversely increase the non-monetary obligations of Tenant under the Lease; or (c) materially and adversely diminish the rights of Tenant under the Lease.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this a. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate at all times to all ground or underlying leases which now exist or may hereafter be executed affecting the Building or any part thereof or the Land, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any part thereof or the Land, or on or against Landlord’s interest or estate therein or on or against any ground or underlying lease which may now or hereafter be in without the necessity of having further instruments on the part of Tenant to effect regarding the Leased Premises or such subordination. Upon request of Landlord, Tenant will execute any component thereof, further written instrument necessary to subordinate its rights hereunder to any Mortgage now such underlying leases or hereafter encumbering liens. If, at any time, or from time to time during the Leased Premises or Term, any component thereofmortgagee shall request that this Lease have priority over the lien of such mortgage, to and if Landlord consents thereto, this Lease shall have priority over the lien of such mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions thereunder and restatements of such Mortgageinterest thereon, and to any replacements and substitutions for such Mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. TenantTenant shall, however, upon request of any party in interest, shall execute and deliver within ten (10) business days after receipt of a request such instrument or certificates as may be reasonably required to carry out therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the intent hereofpriority of this Lease. If the interests of Landlord under In any event, however, if this Lease shall have priority over the lien of a first mortgage, this Lease shall not become subject or subordinate to the lien of any subordinate mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate mortgagee, without the written consent of the first mortgagee. Notwithstanding the foregoing, the subordination of the Lease pursuant to this Section 15.a shall be transferred conditioned upon the receipt by Tenant from the current mortgagee of a subordination non-disturbance and attornment agreement (“SNDA”) for Tenant’s benefit on such mortgagee’s standard form of SNDA. Throughout the Term, upon Tenant’s written request, Landlord shall use reasonable efforts to obtain from any purchaser future mortgagee a SNDA for Tenant’s benefit on such mortgagee’s standard form of SNDA. Tenant shall pay for (or reimburse Landlord for) all costs (including reasonable attorneys’ fees) incurred by reason Landlord or any such mortgagee in connection with the negotiation and drafting of any such SNDA, whether or not Landlord is ultimately able to obtain same for Tenant’s benefit. b. In the event of: (i) a transfer of Landlord’s interest in the Building, (ii) the termination of any ground or underlying lease of the Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building, or Landlord’s interest therein in a foreclosure sale or by deed in lieu of foreclosure under any mortgage or other proceedings for enforcement deed of trust, or pursuant to a power of sale contained in any Mortgagemortgage or deed of trust, then in any of such events Tenant shall, at the election request of Landlord or Landlord’s successor in interest, attorn to and recognize the transferee or purchaser of Landlord’s interest or the interest of the purchaser, Tenant shall be bound to the purchaser lessor under the terms and conditions of terminated ground or underlying lease, as the case may be, as “Landlord” under this Lease for the balance then remaining of the remaining Term. , and thereafter this Lease shall continue as a direct lease between such person or entity, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such person’s succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such person’s succession to title, nor be bound by any payment of Monthly Base Rent or Additional Rent before such lease termination or before such person’s succession to title for more than one month in advance. c. Tenant shall execute agrees, at any time, and from time to time, upon not fewer than fifteen (15) days prior notice by Landlord, to execute, acknowledge and deliver within ten (10) days after request to Landlord, a statement certifying in writing certifying, to the extent accurate, that (i) this Lease is unmodified and in full force and effect (or if there have been modifications, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease same is in full force and effect as modified and stating the modifications); (ii) the Term of the Lease has commenced and the full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is unmodifiedpresently occupying the same; (iv) all improvements required by the terms of the Lease to be made by Landlord have been completed and all tenant improvement allowances have been paid in full; (v) there are no offsets, counterclaims, abatements or defenses against or with respect to the payment of any rent or other charges due under the Lease; (vi) no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the Tenant, Landlord is not in default in the performance of any covenant, agreement, provision or condition contained in the Lease or, if so, specifying each such default of which Tenant may have knowledge; (viii) the address for notices to be sent to Tenant; (ix) the only security deposit tendered by Tenant is as set forth in the Lease, and such security deposit has been paid to Landlord; and (x) any other matters as information reasonably requested by Landlord or Landlord’s Mortgageeany mortgagee or ground lessor of the Building and/or the Land it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of the Building or any part thereof, any mortgagee or prospective mortgagee thereof, any prospective assignee of any mortgage thereof, any ground lessor or prospective ground lessor of the Land and/or the Building, or any prospective assignee of any such ground lease. Tenant also agrees to execute and deliver from time to time such estoppel certificates as an institutional lender may reasonably require with respect to this Lease.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Section 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-self- operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, however, Xxxxxx shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Xxxxxx's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, now or hereafter created for the benefit of the Project. Section 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Xxxxxxxx's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment as long as Tenant is not in default hereunder, Xxxxxx's possession of the Premises under this Lease shall not be disturbed. Section 18.3 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Xxxxxx has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Xxxxxx has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Xxxxxxxx agrees periodically to furnish, when reasonably requested in Writing by Xxxxxx, certificates signed by Landlord containing information similar to the foregoing information. Section 18.4 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this 18.1. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, however, upon request of any party in interestTenant shall execute, shall execute acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after request Landlord's request, Tenant shall be in default of this Lease. Tenant shall not unreasonably withhold, delay, or defer its written consent reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such instrument modifications do not increase the obligations of Tenant hereunder or certificates as may be reasonably required materially and adversely affect Tenant's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to carry out easements, franchises, and other interests or rights upon, across, or appurtenant to the intent hereofProject; and (b) all utility easements and agreements, now or hereafter created for the benefit of the Project. If Notwithstanding anything above to the interests contrary, Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders and deed of trust beneficiaries of Landlord acquiring an interest in the Building or the underlying land after the date of this Lease until the expiration of the Term of this Lease in consideration of, and as an express condition precedent to, any subordination of this Lease provided for hereunder. 18.2. Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("SUCCESSOR LANDLORD"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in the terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for (i) a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord and/or (ii) overpayment of installments of Tenant's Operating Costs Payments (based on Landlord' Operating Costs Estimate) in excess of actual Operating Costs for such period payable by Tenant), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment, as long as Tenant is not in default hereunder, Tenant's possession of the Premises under this Lease shall not be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at the election of the purchaser, Tenant shall be bound to the purchaser under the terms and conditions of this Lease for the balance of the remaining Termdisturbed. 18.3. Tenant shall execute and deliver shall, from time to time, within ten (10) business days after request from Landlord, or from any mortgagee or lessor of Landlord, execute, acknowledge and deliver in recordable form a statement certifying certificate certifying, to the extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. 18.4. Landlord shall use its good faith efforts to deliver to Tenant, within ninety (90) days after Tenant's written request, a Subordination, Non-Disturbance and Attornment Agreement substantially in the form of EXHIBIT "E" attached hereto and made a part hereof (or such other form as may be required by any ground lessor, mortgage holder or deed of trust beneficiary of Landlord's interest in the Project) ("NON-DISTURBANCE AGREEMENT"), which Non-Disturbance Agreement Tenant shall execute and deliver to Landlord within five (5) days after Tenant's receipt thereof. Within ninety (90) days after Landlord's receipt of the Non-Disturbance Agreement (executed by Tenant), Landlord shall use its good faith efforts to cause the Non-Disturbance Agreement to be executed by any ground lessors, mortgage holders and deed of trust beneficiaries in existence as of the date hereof.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this 18.01 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. Upon demand, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require; provided, Landlord shall use reasonable efforts to cause its mortgagee to include in any such subordination agreement non-disturbance provisions reasonably satisfactory to Tenant and such mortgagee. Tenant shall not unreasonably withhold, delay, or defer its written consent reasonable modifications in this Lease which are a condition of any financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant's use and enjoyment of the Premises. 18.02 Notwithstanding the generality of the foregoing provisions of Section 18.01, howeverany mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.05 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require. 18.03 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under extent true, that this Lease, as the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying that the Tenant is in possession of the Leased Premisesmay have been amended, the Leased Premises are acceptable, this Lease is in full force and effect effect; that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is unmodifiedas set forth in this Lease, or has been changed as set forth in the certificate; that Tenant has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. 18.04 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Section 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Building or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such mortgages, subject to the nondisturbance rights of Tenant provided herein. Landlord shall use commercially reasonable efforts to obtain a subordination, nondisturbance and attornment agreement from Landlord's existing lender for the benefit of Tenant substantially in the form of the Subordination, Nondisturbance and Attornment Agreement attached to this Lease as Exhibit F ("SNDA") or on Lender's current form if Lender has updated such Mortgageform. The terms With respect to any future lender, Tenant shall execute promptly any reasonable certificate or instrument that Landlord or any mortgagee may request to evidence such subordination provided that such document provides that so long as an Event of Default has not occurred with respect to Tenant, such mortgagee shall grant Tenant nondisturbance and recognize Tenant's rights under this Lease. This provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination and nondisturbance of this Lease. If Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord's request, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf; Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, howeveracknowledging, and delivering any such instruments and certificates. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Building provided that such modifications do not increase the obligations of Tenant hereunder or substantively and adversely affect Tenant's use and enjoyment of the Premises. Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee (or beneficiary under a deed of trust) or lessor of Landlord shall have the right at any time to subordinate any such mortgage, deed of trust or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of rent or for more than one (1) month in advance, except for a security deposit previously paid to Landlord (and then only if such security deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease not expressly allowed under the terms of this Lease which is done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require provided that such agreement provides for Tenant's right of nondisturbance as provided herein. Section 18.2 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other customary matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, within ten (10) days after requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. Section 18.3 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including the statutory period of time to obtain possession of the Premises by power of sale (which as of the date of this Lease is one hundred twenty (120) days after the commencement of such proceeding), if such should prove necessary to effect a cure and if Lender proceeds to commence such proceedings immediately following the event of default under its loan documents.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this SECTION 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord's request, Landlord is hereby empowered to do so in Tenant's name and on Tenant's behalf. In the event Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord's request, Tenant hereby irrevocably appoints Landlord as Tenant's agent and attorney-in-fact for the purpose of executing, acknowledging, and delivering any such instruments and certificates. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, which now or hereafter benefit or burden the Project. SECTION 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment as long as Tenant is not in default hereunder, Tenant's possession of the Premises under this Lease shall not be disturbed. SECTION 18.3 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. SECTION 18.4 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant's obligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this a. This Lease and all rights of Tenant hereunder are and shall be subject and subordinate at all times to all ground or underlying leases which now exist or may hereafter be executed affecting the Building or any part thereof or the Land, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease which may now or hereafter be in effect regarding without the Leased Premises or necessity of having further instruments on the part of Tenant to effectuate such subordination. Upon request of Landlord, Tenant will execute any component thereof, further written instrument necessary to subordinate its rights hereunder to any Mortgage now such underlying leases or hereafter encumbering liens. If, at any time, or from time to time during the Leased Premises or Term, any component thereofmortgagee shall request that this Lease have priority over the lien of such mortgage, to and if Landlord consents thereto, this Lease shall have priority over the lien of such mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions thereunder and restatements of such Mortgageinterest thereon, and to any replacements and substitutions for such Mortgage. The terms of this provision shall be self-operative and no further instrument of subordination shall be required. TenantTenant shall, however, upon request of any party in interest, shall execute and deliver within ten (10) days after receipt of a request such instrument or certificates as may be reasonably required to carry out therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the intent hereofpriority of this Lease. If the interests of Landlord under In any event, however, if this Lease shall be transferred have priority over the lien of a first mortgage, this Lease shall not become subject or subordinate to the lien of any purchaser subordinate mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate mortgagee, without the written consent of the first mortgagee. b. In the event of (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building or the Land, or both, or (iii) the purchase or other acquisition of the Building or Landlord's interest therein in a foreclosure sale or by reason deed in lieu of foreclosure under any mortgage or other proceedings for enforcement deed of trust, or pursuant to a power of sale contained in any Mortgagemortgage or deed of trust, then in any of such events Tenant shall, at the election request of Landlord or Landlord's successor in interest, execute any further written instrument to attorn to and recognize the purchaser, Tenant shall be bound to transferee or purchaser of Landlord's interest or the purchaser lessor under the terms and conditions of terminated ground or underlying lease, as the case may be, as Landlord under this Lease for the balance of the remaining Term. , and thereafter this Lease shall continue as a direct lease between such person or entity, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such person's succession to title, nor be bound by any payment of Monthly Base Rent or Additional Rent before such lease termination or before such person's succession to title for more than one month in advance. c. Tenant shall execute agrees, at any time, and deliver from time to time, within ten (10) business days after request notice from Landlord, to execute, acknowledge and deliver to Landlord, a statement in writing certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, (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 Term of the Lease has commenced and the full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is unmodifiedpresently occupying the same; (iv) all improvements required by the terms of the Lease to be made by Landlord have been completed and all tenant improvement allowances have been paid in full; (v) there are no offsets, counterclaims, abatements or defenses against or with respect to the payment of any rent or other charges due under the Lease; (vi) no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the Tenant, Landlord is not in default in the performance of any covenant, agreement, provision or condition contained in the Lease or, if so, specifying each such default of which Tenant may have knowledge; (viii) the address for notices to be sent to Tenant; (ix) the only security deposit tendered by Tenant is as set forth in the Lease, and such security deposit has been paid to Landlord; and (x) any other matters as information requested by Landlord or Landlord’s Mortgageeany mortgagee or ground lessor of the Building and/or the Land, it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of the Building or any part thereof, any mortgagee or prospective mortgagee thereof, any prospective assignee of any mortgage thereof, any ground lessor or prospective ground lessor of the Land and/or the Building, or any prospective assignee of any such ground lease. Tenant also agrees to execute and deliver from time to time such estoppel certificates as an institutional lender may require with respect to this Lease.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this This Lease and all rights of Tenant hereunder are and shall be subject and subordinate at all times to all ground or underlying leases which now exist or may hereafter be executed affecting the Building or any part thereof or the Land, and to the lien of any mortgages or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease which may now or hereafter be in without the necessity of having further instruments on the part of Tenant to effect regarding the Leased Premises or such subordination. Upon request of Landlord, Tenant will execute any component thereof, further written instrument necessary to subordinate its rights hereunder to any Mortgage now such underlying leases or hereafter encumbering liens. If, at any time, or from time to time during the Leased Premises or Term, any component thereofmortgagee shall request that this Lease have priority over the lien of such mortgage, to and if Landlord consents thereto, this Lease shall have priority over the lien of such mortgage and all renewals, modifications, replacements, consolidations and extensions thereof and all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, extensions thereunder and restatements of such Mortgageinterest thereon, and to Tenant shall, within fifteen (15) days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any replacements and substitutions for such Mortgage. The terms all documents and instruments confirming the priority of this provision shall be self-operative and no further instrument of subordination shall be requiredLease. TenantIn any event, however, if this Lease shall have priority over the lien of a first mortgage, this Lease shall not become subject or subordinate to the lien of any subordinate mortgage, and Tenant shall not execute any subordination documents or instruments for any subordinate mortgagee, without the written consent of the first mortgagee. Notwithstanding the foregoing, the subordination of the Lease pursuant to this Section 15.a shall be conditioned upon the receipt by Tenant from the current mortgagee(s) of the Building (as of the Commencement Date) of a subordination non-disturbance and attornment agreement(s) ("SNDA") for Tenant's benefit on such mortgagee's standard form of SNDA. Throughout the Term, upon Tenant's written request, Landlord shall use reasonable efforts to obtain from any future mortgagee an SNDA for Tenant's benefit on such mortgagee's standard form of SNDA. Tenant shall pay for (or reimburse Landlord for) all costs (including reasonable attorneys' fees) incurred by Landlord or any such mortgagee in connection with the negotiation and drafting of any such SNDA. In the event of: (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building, or Landlord's interest therein in a foreclosure sale or by deed in lieu of foreclosure under any mortgage or deed of trust, or pursuant to a power of sale contained in any mortgage or deed of trust, then in any of such events Tenant shall, at the request of any party Landlord or Landlord's successor in interest, shall execute attorn to and deliver within ten (10) days after request such instrument recognize the transferee or certificates as may be reasonably required to carry out purchaser of Landlord's interest or the intent hereof. If the interests of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any Mortgage, at the election interest of the purchaser, Tenant shall be bound to the purchaser lessor under the terms and conditions of terminated ground or underlying lease, as the case may be, as "Landlord" under this Lease for the balance then remaining of the remaining Term, and thereafter this Lease shall continue as a direct lease between such person or entity, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such person's succession to title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such person's succession to title, nor be bound by any payment of Monthly Base Rent or Additional Rent before such lease termination or before such person's succession to title for more than one month in advance. Tenant shall execute agrees, at any time, and from time to time, upon not fewer than thirty (30) days prior notice by Landlord, to execute, acknowledge and deliver within ten (10) days after request to Landlord, a statement in writing certifying that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, (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 Term of the Lease has commenced and the full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is unmodifiedpresently occupying the same; (iv) all improvements required by the terms of the Lease to be made by Landlord have been completed and all tenant improvement allowances have been paid in full; (v) there are no offsets, counterclaims, abatements or defenses against or with respect to the payment of any rent or other charges due under the Lease; (vi) no rent under the Lease has been paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the Tenant, Landlord is not in default in the performance of any covenant, agreement, provision or condition contained in the Lease or, if so, specifying each such default of which Tenant may have knowledge; (viii) the address for notices to be sent to Tenant; (ix) the only security deposit tendered by Tenant is as set forth in the Lease, and such security deposit has been paid to Landlord; and (x) any other matters as information reasonably requested by Landlord or Landlord’s Mortgageeany mortgagee or ground lessor of the Building and/or the Land it being intended that any such statement delivered pursuant hereto may be relied upon by any prospective purchaser or lessee of the Building or any part thereof, any mortgagee or prospective mortgagee thereof, any prospective assignee of any mortgage thereof, any ground lessor or prospective ground lessor of the Land and/or the Building, or any prospective assignee of any such ground lease. Tenant also agrees to execute and deliver from time to time such estoppel certificates as an institutional lender may require with respect to this Lease. Landlord agrees that within thirty (30) days after receipt of written notice from Tenant, Landlord shall deliver to Tenant, an estoppel certificate containing the same type of factual information that Tenant is required to provide to Landlord pursuant to the foregoing, with appropriate "best of knowledge" qualifications.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Section 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments within ten (10) days after Landlord’s request, Landlord is hereby empowered to do so in Tenant’s name and on Tenant’s behalf; Tenant hereby irrevocably appoints Landlord as Tenant’s agent and attorney-in-fact for the purpose of executing, acknowledging, and delivering any such instruments and certificates. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant’s use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, which now or hereafter benefit or burden the Project Section 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at anytime to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (“Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change to the terms or other provisions of this Lease (or, in interestthe case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord’s consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee’s sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment as long as Tenant is not in default hereunder, Tenant’s possession of the Premises under this Lease shall not be disturbed. Section 18.3 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the date to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. Section 18.4 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant’s Mortgageeobligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this Section 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of this This provision shall is declared by Landlord and Tenant to be self-self- operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. TenantUpon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require. Tenant shall not unreasonably withhold, delay, or defer its written consent to reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant’s use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, now or hereafter created for the benefit of the Project. Section 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale (“Successor Landlord”), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord’s consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on landlord liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee’s sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment as long as Tenant is not in default hereunder, Tenant’s possession of the Premises under this Lease shall not be disturbed. Section 18.3 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be reasonably requested by Landlord or any mortgagee or lessor of Landlord. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord. Landlord agrees periodically to furnish, when reasonably requested in writing by Tenant, certificates signed by Landlord containing information similar to the foregoing information. Section 18.4 No act or failure to act on the part of Landlord which would entitle Tenant under the terms of this Lease, or by law, to be relieved of Tenant’s Mortgageeobligations hereunder or to terminate this Lease, shall result in a release of such obligations or a termination of this Lease unless (a) Tenant has given notice by registered or certified mail to any mortgagee or lessor of Landlord whose address shall have been furnished to Tenant, and (b) Tenant offers such mortgagee or lessor of Landlord a reasonable opportunity to cure the default, including time to obtain possession of the Premises by power of sale or judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. Tenant agrees that this 18.1 This Lease and all rights of Tenant hereunder are and shall be subject and subordinate to any ground or all underlying lease which may leases now or hereafter be in effect regarding the Leased Premises or any component thereofexistence, and to any Mortgage now or hereafter encumbering the Leased Premises or any component thereofsupplements, to all advances made or hereafter to be made upon the security of such Mortgage, to all amendments, modifications, renewals, consolidations, and extensions and restatements of such Mortgageleases heretofore or hereafter made and to any deeds to secure debt, mortgages, or other security instruments which now or hereafter cover all or any portion of the Project or any interest of Landlord therein, and to any replacements advances made on the security thereof, and substitutions for to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such Mortgagemortgages. The terms of Except as expressly provided in this Section 18.1 below, this provision shall is declared by Landlord and Tenant to be self-operative and no further instrument of subordination shall be requiredrequired to effect such subordination of this Lease. Upon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificates evidencing such subordination as Landlord, and any mortgagee or lessor of Landlord shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such Instruments within ten (10) days after Landlord's request, Tenant shall be in default of this Lease. Tenant shall not unreasonably withhold, delay, or defer its written consent reasonable modifications in this Lease which are a condition of any construction, interim or permanent financing for the Project or any reciprocal easement agreement with facilities in the vicinity of the Building, provided that such modifications do not increase the obligations of Tenant hereunder or materially and adversely affect Tenant's use and enjoyment of the Premises. This Lease is further subject and subordinate to: (a) all applicable ordinances of any government authority having jurisdiction over the Project, relating to easements, franchises, and other interests or rights upon, across, or appurtenant to the Project; and (b) all utility easements and agreements, now or hereafter created for the benefit of the Project. Notwithstanding anything above to the contrary, Landlord agrees to provide Tenant with commercially reasonable non-disturbance agreement(s) in favor of Tenant from any ground lessors, mortgage holders and deed of trust beneficiaries of Landlord acquiring an interest in the Building or the underlying land after the date of this Lease until the expiration of the Term of this Lease in consideration of, and as an express condition precedent to, any subordination of the Lease provided hereunder. Further, Landlord agrees to use commercially reasonable efforts to provide to Tenant, howeverwithin ninety (90) days after the date hereof, the Subordination, Non-Disturbance and Attornment Agreement substantially in the form of Exhibit "F" attached hereto and made a part hereof, in recordable form, fully executed by any ground lessors, mortgage holders and deed of trust beneficiaries in existence as of the date hereof, which Subordination, Non-Disturbance and Attornment Agreement Tenant shall execute and deliver to Landlord within ten (10) days of Tenant's receipt thereof. 18.2 Notwithstanding the generality of the foregoing provisions of Section 18.1, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such mortgage or underlying lease to this Lease, or to any of the provisions hereof, on such terms and subject to such conditions as such mortgagee or lessor of Landlord may consider appropriate in its discretion. At any time, before or after the institution of any proceedings for the foreclosure of any such mortgage, or the sale of the Building under any such mortgage, or the termination of any underlying lease, Tenant shall, upon request of such mortgagee or any party person or entities succeeding to the interest of such mortgagee or the purchaser at any foreclosure sale ("Successor Landlord"), automatically become the Tenant (or if the Premises has been validly subleased, the subtenant) of the Successor Landlord, without change in interestthe terms or other provisions of this Lease (or, in the case of a permitted sublease, without change in this Lease or in the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall execute not be (i) bound by any payment made by Tenant of Rent or Additional Rent for more than one (1) month in advance, except for a Security Deposit previously paid to Landlord (and then only if such Security Deposit has been deposited with and is under the control of the Successor Landlord), (ii) bound by any termination, modification, amendment or surrender of the Lease done without the Successor Landlord's consent, (iii) liable for any damages or subject to any offset or defense by Tenant to the payment of Rent by reason of any act or omission of any prior landlord (including Landlord), or (iv) personally or corporately liable, in any event, beyond the limitations on liability set forth in Section 25.5 of this Lease. This agreement of Tenant to attorn to a Successor Landlord shall survive any such foreclosure sale, trustee's sale conveyance in lieu thereof or termination of any underlying lease. Tenant shall upon demand at any time, before or after any such foreclosure or termination execute, acknowledge, and deliver to the Successor Landlord any written instruments and certificates evidencing such attornment as such Successor Landlord may reasonably require; provided, however, that Landlord shall use its reasonable efforts to require that such agreement provide that upon such attornment, as long as Tenant is not in default hereunder, Tenant's possession of the Premises under this Lease shall not be disturbed. 18.3 Tenant shall, from time to time, within ten (10) days after request such instrument from Landlord, or certificates as may be reasonably required to carry out the intent hereof. If the interests from any mortgagee or lessor of Landlord under this Lease shall be transferred to any purchaser by reason of foreclosure or other proceedings for enforcement of any MortgageLandlord, at the election of the purchaserexecute, Tenant shall be bound acknowledge and deliver in recordable form a certificate certifying, to the purchaser under the terms and conditions of this Lease for the balance of the remaining Term. Tenant shall execute and deliver within ten (10) days after request a statement certifying extent true, that the Tenant is in possession of the Leased Premises, the Leased Premises are acceptable, this Lease is in full force and effect and unmodified (or, if there have been modifications, that the same is unmodifiedin full force and effect as modified and stating the modifications); that the Term has commenced and the full amount of the Rent then accruing hereunder; the dates to which the Rent has been paid; that Tenant has accepted possession of the Premises and that any improvements required by the terms of this Lease to be made by Landlord have been completed to the satisfaction of Tenant; the amount, if any, that Tenant has paid to Landlord as a Security Deposit; that no Rent under this Lease has been paid more than thirty (30) days in advance of its due date; that the address for notices to be sent to Tenant is as set forth in this Lease (or has been changed by notice duly given and is as set forth in the certificate); that Tenant, as of the date of such certificate, has no charge, lien, or claim of offset under this Lease or otherwise against Rent or other charges due or to become due hereunder; that, to the knowledge of Tenant, Landlord is not then in default under this Lease; and such other matters as may be requested by Landlord or any mortgagee or lessor of Landlord’s Mortgagee. Any such certificate may be relied upon by Landlord, any Successor Landlord, or any mortgagee or lessor of Landlord.