Common use of SUBORDINATION AND ESTOPPEL CERTIFICATES Clause in Contracts

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This Lease shall be subject and subordinate at all times to all ground or underlying leases that 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 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 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 Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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. Xxxxxx 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 to Landlord, a statement in writing certifying that 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), and the dates to which the Rent, Additional Rent and other charges have been paid, and stating whether or not to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, and any other information reasonably requested by Landlord or any 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,

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This Lease shall be subject and subordinate at all times to all ground or underlying leases that 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 anyany part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease without the necessity of having further instruments on the part of Tenant to effectuate such subordination. Upon request of Landlord, Tenant will execute any further written instrument necessary to subordinate its rights hereunder to any such underlying leases or liens. If, at any time, or from time to time during the Term, any mortgagee shall request that this Lease have priority over the lien of such mortgage, 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 thereunder and interest thereon, and Tenant shall, within ten (10) days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. 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 mortgage. 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 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 Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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 terminiation 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. Xxxxxx agreesTenant shall, at any time, and from time to time, upon not less than fifteen ten (1510) days' prior written notice by from Landlord, to execute, acknowledge and deliver furnish Landlord an estoppel agreement addressed to Landlord, a statement in writing certifying that 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), and the dates to which the Rent, Additional Rent and other charges have been paid, and stating whether or not to the best knowledge of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement, term, provision or condition contained in this Lease and, if so, specifying each such default of which the signer may have knowledge, Landlord's mortgagee and any other information reasonably requested by Landlord or any mortgagee or ground lessor prospective purchaser of the Building and/or and the Land it being intended that any such statement delivered pursuant Land, substantially in the form attached hereto may be relied upon as Exhibit D and incorporated herein by any prospective purchaser or lessee of the Building or any part thereof,this reference.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. Section 18.1 This Lease shall be and all rights of Tenant hereunder are subject and subordinate at all times to all underlying or ground leases now or underlying leases that now exist or may hereafter be executed affecting the Building or any part thereof or the Landin existence, and to the lien any supplements, amendments, modifications, and extensions of such leases heretofore or hereafter made and to any mortgages or deeds to secure debt, deeds of trust in any amount trust, mortgages, or amounts whatsoever other security instruments which now or hereafter placed on cover all or against the Building or any b. In the event of (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease portion of the Building or the LandProject or any interest of Landlord therein, and to any advances made on the security thereof, and to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such mortgages. This provision shall be self-operative and no further instrument shall be required to effect such subordination of this Lease. Upon demand, however, Tenant shall execute, acknowledge, and deliver to Landlord any further instruments and certificate 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 bothdefer 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. Section 18.2 Notwithstanding 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, during 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 LANDLORD ___________ TENANT ____________ 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 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) 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 Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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 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 before shall survive any such lease foreclosure sale, trustee's sale conveyance in lieu thereof or termination or before such person's succession to title, nor be subject to of 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. Xxxxxx agrees, 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, upon not less than fifteen within ten (1510) days' prior notice by days after request from Landlord, to or from any mortgagee or lessor of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to Landlordthe extent true, a statement in writing certifying that this Lease is unmodified and in full force and effect and unmodified (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), ; that the Lease Term has commenced and setting forth the full amount of the Rent then accruing hereunder; the dates to which the Rent, Additional Rent has been paid; that Tenant has accepted possession of the Premises and other charges that any improvements required by the terms of this Lease to be made by Landlord have been paid, and stating whether or not completed to the best knowledge 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 signer 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 in the performance of any covenant, agreement, term, provision or condition contained in under this Lease and, if so, specifying each Lease; and such default of which the signer other matters as may have knowledge, and any other information be reasonably requested by Landlord or any mortgagee or ground lessor of the Building and/or the Land it being intended that any Landlord. Any such statement delivered pursuant hereto certificate may be relied upon by Landlord, any prospective purchaser Successor Landlord, or lessee 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 Building Premises by power of sale or any part thereof,judicial foreclosure, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. Section 18.01. This Lease shall be and all rights of Tenant hereunder are subject and subordinate at all times to all ground or underlying leases that now exist or may hereafter be executed affecting the Building or any part thereof or the Landin existence, and to the lien any supplements, amendments, modifications, and extensions of such leases heretofore or hereafter made and to any mortgages or deeds of trust in any amount trust, mortgages, or amounts whatsoever other security instruments which now or hereafter placed cover all or any portion of the Project or any interest of Landlord therein, and to any advances made on the security thereof, and to any increases, renewals, modifications, consolidations, replacements, and extensions of any of such deeds of trust, mortgages or against other security instruments. This provision is declared by Landlord and Tenant to be self-operative and no further instrument shall be required 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, or any mortgagee or lessor of Landlord, shall reasonably require, and if Tenant fails to so execute, acknowledge and deliver such instruments in a timely manner after Landlord's request, Tenant hereby irrevocably empowers Landlord (or any officer of Landlord) to execute, acknowledge, and deliver 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 affecting the Project, 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 or Tenant's rights under this Lease. This Lease is further subject and subordinate to: (a) all applicable ordinances of any governmental 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 and other easements and agreements, now or hereafter affecting the Project. Section 18.02. Notwithstanding the generality of the foregoing provisions of Section 18.01, any mortgagee or lessor of Landlord shall have the right at any time to subordinate any such deed of trust or 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 deed of trust or mortgage, or the sale of the Building under any such deed of trust or any b. In the event of (i) a transfer of Landlord's interest in the Buildingmortgage, (ii) or the termination of any ground underlying lease, Tenant shall, upon request of such mortgagee, lessor or underlying lease any person or entities succeeding to the interest of such mortgagee, lessor 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 Building Successor Landlord, without change in the terms or other provisions of this Lease (or, in the Landcase of a permitted sublease, without change in this Lease or bothin the instrument setting forth the terms of such sublease); provided, however, that the Successor Landlord shall not be: (i) bound by any termination, amendment, modification or surrender of the Lease without the Successor Landlord's written consent; (ii) bound by any advance payment of Base Rent or Additional Rent for more than the current month to any prior landlord (including Landlord) which was not delivered to the Successor Landlord; (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 Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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 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) prior to the date that the Successor Landlord before such lease termination succeeds to the interest of Landlord; (iv) required to construct the Building or before such person's succession to title, nor be subject liable for any costs thereof; (v) in any way responsible for any deposit or security which was delivered to any offsetprior landlord (including Landlord) but which was not subsequently delivered to the Successor Landlord; (vi) required to pay or credit to Tenant any tenant improvement allowances provided for in the Lease in the event the Successor Landlord elects not to construct the Building; or (vii) personally or corporately liable, defense 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 counterclaim accruing before such lease termination or before such person's succession to title, nor be bound by of 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. Xxxxxx agrees, 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 instruments or certificates provide that upon such attornment and as long as Tenant is not in default hereunder, Tenant's possession of the Premises under this Lease shall not be disturbed. Section 18.03. Tenant shall, from time to time, upon not less than fifteen within ten (1510) days' prior notice by days after request from Landlord, to or from any mortgagee or lessor of Landlord, execute, acknowledge and deliver in recordable form a certificate certifying, to Landlordthe extent true, a statement in writing certifying that this Lease is unmodified and in full force and effect and unmodified (or or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), and ; that the Term has commenced; the full amount of the Rent then accruing hereunder; the dates to which the Rent, Additional Rent has been paid; that Tenant has accepted possession of the Premises and other charges that any improvements required by the terms of this Lease to be made by Landlord have been paid, and stating whether or not completed to the best knowledge 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 signer 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 in the performance of any covenant, agreement, term, provision or condition contained in under this Lease and, if so, specifying each Lease; and such default of which the signer other matters as may have knowledge, and any other information be reasonably requested by Landlord or any mortgagee or ground lessor of the Building and/or the Land it being intended that any Landlord. Any such statement delivered pursuant hereto certificate may be relied upon by Landlord, any prospective purchaser Successor Landlord, or lessee 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 18.04. 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 Building Premises by power of sale, judicial foreclosure or any part thereof,other appropriate proceedings, if such should prove necessary to effect a cure.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This Subject to Tenant's receipt of an SNDA (hereinafter defined) from the then-applicable mortgagee or ground lessor of the Building, this Lease shall be subject and subordinate at all times to all ground or underlying leases that 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 anyany part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease without the necessity of having further instruments on the part of Tenant to effect such subordination. Upon request of Landlord, Tenant will execute any further written instrument necessary to subordinate its rights hereunder to any such underlying leases or liens. If, at any time, or from time to time during the Term, any mortgagee shall request that this Lease have priority over the lien of such mortgage, 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 thereunder and interest thereon, and Tenant shall, within fifteen (15) business days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. 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. Landlord shall obtain for Tenant's benefit, from the current mortgagee of the Building, a subordination, non-disturbance and attornment agreement ("SNDA"), in recordable form, on such mortgagee's standard form of SNDA. The SNDA shall provide that, upon a foreclosure under such mortgagee's deed of trust (or a deed-in-lieu thereof), so long as Tenant is not then in default hereunder, Tenant's rights under this Lease shall not be extinguished and such mortgagee (or such other purchaser at a foreclosure sale) shall recognize this Lease and Tenant's rights hereunder, subject to certain limitations regarding the obligations of the successor Landlord hereunder as may be set forth in the SNDA. Landlord shall use reasonable efforts to obtain for Tenant's benefit from any future mortgagee an SNDA on such mortgagee's standard form of SNDA. 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 Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building 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 Landlord or Landlord's successor in interest, 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 "Landlord" under this Lease for the balance then remaining of the 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, nor, in the case of a transfer of the Landlord's interest as a result of a foreclosure sale (or deed-in-lieu thereof), be subject to any offset, defense or counterclaim accruing before such lease termination or before such person's succession to title. c. Xxxxxx Tenant 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 to Landlord, a statement in writing certifying (to the extent accurate as delivered or, it not, by modifying same to be accurate) that (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 dates full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is presently occupying the same; (iv) all improvements required by the terms of the Lease to which 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 Rent, Additional Rent and payment of any rent or other charges have due under the Lease; (vi) no rent under the Lease has been paid, and stating whether or not paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the signer of such certificateTenant, Landlord is not in default in the performance of any covenant, agreement, term, provision or condition contained in this the Lease andor, if so, specifying each such default of which the signer 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 information reasonably requested by Landlord or any 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 reasonable estoppel certificates as an institutional lender may require with respect to this Lease.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This At Landlord’s mortgagee’s option, (a) any mortgage or mortgages now or later placed on Xxxxxxxx’s interest in the Premises may be subordinated to this Lease shall or (b) this Lease may be subject subordinated to any mortgage or mortgages now or later placed on Landlord’s interest in the Premises. The mortgagee’s option must be exercised by notice to Tenant. Tenant must execute and subordinate at all times to all ground or underlying leases that now exist or may hereafter be executed affecting the Building or deliver, within 30 days after a request, any part thereof or the Landfurther instruments, and in a form acceptable to the lien of any mortgages mortgagee, confirming subordination as requested by Landlord or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any b. Landlord’s mortgagee. In the event of (i) a transfer of Landlord's interest in the Building, (ii) the termination of foreclosure or 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 conveyance by deed in lieu of foreclosure under any mortgage or deed of trustforeclosure, or pursuant Tenant must attorn 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 Landlord or Landlord's Xxxxxxxx’s successor in interest, attorn provided that the successor agrees in writing to recognize Xxxxxx’s rights under this Lease. Tenant must execute and recognize deliver, within 30 days after a request, any further instruments, in a form acceptable to Xxxxxxxx’s successor in interest, attorning to the transferee or purchaser of Landlord's successor in interest or the lessor under the terminated ground or underlying lease, as the case may be, and recognizing it as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as Lease. Within 30 days after 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. Xxxxxx agrees, at any time, and from time to time, upon not less than fifteen (15) days' prior notice demand by Landlord, to execute, acknowledge Xxxxxx must execute and deliver to Landlord an estoppel certificate, in a form acceptable to Landlord, a statement in writing certifying certifying a. the Commencement Date; b. the Expiration Date; c. that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified and modified, stating the modifications); d. that the Lease is not in default, and or a list of any defaults; e. that Xxxxxx does not claim any rights of setoff, or a list of rights of setoff; f. the dates amount of Rent due as of the date of the certificate, or the date to which the Rent, Additional Rent and other charges have has been paid, and stating whether or not to paid in advance; g. the best knowledge of the signer of such certificate, Landlord is in default in the performance amount of any covenant, agreement, term, provision or condition contained in this Lease Security Deposit; and, if so, specifying each such default of which the signer may have knowledge, and any h. other information matters reasonably requested by Xxxxxxxx. Landlord or any 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 and any prospective purchaser or lessee of the Building Premises may rely on this certificate. It is within the contemplation of the parties that Xxxxxx’s failure to provide the estoppel certificate could result in the loss of a prospective sale or any part thereof,loan and that Tenant is liable for all damages resulting from such a loss.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This Lease shall and the right of Tenant shall, at all times, be subject and subordinate at all times to all ground or underlying leases that now exist or may hereafter be executed affecting any mortgage upon the Building Parcel being provided as security by Landlord, whether in being or hereafter created, without further evidence thereof. However, should any part thereof or the Land, and mortgagee require that this Lease be subordinated 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 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 deed of trustevidence that this Lease is in effect and there are no set-offs, 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 Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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. Xxxxxx agrees, at any time, and from time to time, upon not less than fifteen within twenty (1520) days' prior notice by , execute and deliver to Landlord a subordination agreement and/or Estoppel certificate upon receipt of a standard mortgagee’s nondisturbance and attornment agreement. Initial---Landlord: _____ Tenant: _____ Within five (5) business days of receiving a written request from Landlord, Tenant agrees to execute, acknowledge and deliver to Landlord, or to the holder of any mortgage lien on the Demised Premises, a statement in writing satisfactory to Landlord or the holder of the mortgage, certifying that the facts stated therein which may include all or any part of the following information: (i) this Lease constitutes the entire agreement between Landlord and Tenant, is unmodified and in full force and effect (or if there have has been modificationsa modification, that the same Lease, as modified, is in full force and effect as modified effect) and stating the modifications), is in full force and effect; (ii) the dates to which the Base Rent, Additional Rent Common Area Charge and other charges hereunder have been paid, and stating whether or not the amount of any security deposit held by Landlord; (iii) the date that the Demised Premises were ready for occupancy and all conditions precedent to the best knowledge Lease taking effect were satisfied or waived by Tenant; (iv) the date on which Tenant accepted possession and Tenant’s store is or will be open for business; (v) Tenant is occupying the Demised Premises; and (vi) Tenant knows of the signer of such certificate, Landlord is in no default in the performance of any covenant, agreement, term, provision or condition contained in under this Lease and, if so, specifying each by the Landlord and there is no offset which Tenant has against Landlord; provided that such default of which the signer may have knowledge, facts are true and any other information reasonably requested by Landlord or any 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,ascertainable.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This Lease shall be subject and subordinate at all times to all ground or underlying leases that 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 anyany part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease without the necessity of having further instruments on the part of Tenant to effect such subordination. Upon request of Landlord, Tenant will execute any written instrument necessary to further confirm the subordination of Tenant's rights hereunder to any such underlying leases or liens. If, at any time, or from time to time during the Term, any mortgagee shall request that this Lease have priority over the lien of such mortgage, 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 thereunder and interest thereon, and Tenant shall, within ten (10) days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. 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. In the event of of: (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building 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 Landlord or Landlord's successor in interest, 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 "Landlord" under this Lease for the balance then remaining of the 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. Xxxxxx Tenant agrees, at any time, and from time to time, upon not less fewer than fifteen five (155) days' days prior notice by Landlord, to execute, acknowledge and deliver to Landlord, a statement in writing certifying that (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 this Lease has commenced and the dates full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is presently occupying the same; (iv) all improvements required by the terms of this Lease to which 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 Rent, Additional Rent and payment of any rent or other charges have due under this Lease; (vi) no rent under this Lease has been paid, and stating whether or not paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the signer of such certificateTenant, Landlord is not in default in the performance of any covenant, agreement, term, provision or condition contained in this Lease andor, if so, specifying each such default of which the signer 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 information reasonably requested by Landlord or any 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. a. This Lease shall be subject and subordinate at all times to all ground or underlying leases that 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 anyany part thereof or the Land, or on or against Landlord's interest or estate therein or on or against any ground or underlying lease without the necessity of having further instruments on the part of Tenant to effect such subordination. Upon request of Landlord, Tenant will execute any further written instrument necessary to subordinate its rights hereunder to any such underlying leases or liens. If, at any time, or from time to time during the Term, any mortgagee shall request that this Lease have priority over the lien of such mortgage, 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 thereunder and interest thereon, and Tenant shall, within ten business (10) days after receipt of a request therefor from Landlord, execute, acknowledge and deliver any and all documents and instruments confirming the priority of this Lease. 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. Landlord represents and warrants to Tenant that as of the date of this Lease no mortgage, deed of trust or ground lease encumbers the Building or the Land. b. In the event of of: (i) a transfer of Landlord's interest in the Building, (ii) the termination of any ground or underlying lease of the Building Building, or the Land, or both, or (iii) the purchase or other acquisition of the Building 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 Landlord or Landlord's successor in interest, 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 "Landlord" under this Lease for the balance then remaining of the 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. Xxxxxx Tenant agrees, at any time, and from time to time, upon not less fewer than fifteen (15) days' days prior notice by Landlord, to execute, acknowledge and deliver to Landlord, a statement in writing certifying that that (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 dates full rental is now accruing hereunder; (iii) Tenant has accepted possession of the Premises and is presently occupying the same; (iv) all improvements required by the terms of the Lease to which 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 Rent, Additional Rent and payment of any rent or other charges have due under the Lease; (vi) no Rent under the Lease has been paid, and stating whether or not paid more than thirty (30) days in advance of its due date; (vii) to the best of the knowledge of the signer of such certificateTenant, Landlord is not in default in the performance of any covenant, agreement, term, provision or condition contained in this the Lease andor, if so, specifying each such default of which the signer 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 information reasonably requested by Landlord or any 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. a. 25.1 This Lease shall be subject subordinate to any and subordinate at all times to all ground encumbrances now of record or underlying leases that now exist or may hereafter be executed recorded after the date of this Lease affecting the Building or any part thereof or Premises, the LandBuilding, Common Area, other improvements, and land on which they are a part, and to any and all advances made on the lien of security thereof, and to all renewals, modifications, replacements, and extensions. Tenant shall from time to time on request from Landlord execute, acknowledge, and deliver any mortgages documents or deeds of trust in instruments that may be required by a lender, or otherwise convenient, to effectuate or acknowledge any amount or amounts whatsoever now or hereafter placed on or against the Building or any b. subordination. In the event of (i) a transfer of Landlord's interest any proceedings are brought for foreclosure or in the Building, (ii) the termination of any ground or underlying lease event of the Building or the Land, or both, or (iii) the purchase or other acquisition exercise of the Building or Landlord's interest therein in a foreclosure power of sale or by deed in lieu of foreclosure under any mortgage or mortgage, deed of trust, or pursuant other encumbrance covering the Premises, Tenant shall attorn to a power the purchaser as landlord, subject to and in accordance with the provisions of sale contained the Subordination, Non-Disturbance and Attornment Agreement as provided in Attachment C, attached hereto. If Tenant fails to execute, acknowledge, and deliver any mortgage such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute, acknowledge, and deliver any such documents and instruments. 25.2 Landlord’s interest in this Lease, the Premises, and the Building shall not be subordinant to any encumbrances resulting from any act of Tenant, and nothing in this Lease shall be construed to require such subordination by Landlord. Tenant is not authorized to place or allow to be placed any lien, mortgage, deed of trust, then or encumbrance of any kind upon all or any part of the Premises and/or the Building or Tenant’s leasehold interest in the Premises, and any such purported transaction shall be void. Furthermore, any such purported transaction shall be deemed a tortious interference with Landlord’s relationship with Tenant and Landlord’s fee ownership of such events the Premises and/or the Building. 25.3 Tenant shall, at the request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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. Xxxxxx agrees, at any time, time and from time to time, without cost or charge to Landlord, upon not less than fifteen ten (1510) business days' ’ prior notice written request by Landlord, to execute, acknowledge acknowledge, and deliver to Landlord, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is are in full force and effect as modified and stating the modifications)modification) and, and if so, the dates to which the Rent, Additional fixed Rent and any other charges have been paidpaid in advance, and stating whether or not the Commencement Date, number of options to extend the Term and such other statements of fact pertinent to the best knowledge terms and conditions of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement, term, provision or condition contained in this Lease andas Landlord may reasonably request, if so, specifying each such default of which the signer may have knowledge, and any other information reasonably requested by Landlord or any mortgagee or ground lessor of the Building and/or the Land it being intended that any such statement delivered pursuant hereto to this Section 25.3 may be relied upon by any prospective purchaser purchaser, encumbrancer, mortgagee, or lessee lender (including assignees) of the Building Premises. The form of Estoppel Certificate is provided in Attachment B, attached hereto. Landlord shall, at any time and from time to time, without cost or any part thereof,charge to Tenant, upon not less than ten (10) business days’ prior written request by Tenant, execute, acknowledge, and deliver to Tenant a similar statement.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. This At Landlord’s mortgagee’s option, (a) any mortgage or mortgages now or later placed on Xxxxxxxx’s interest in the Premises may be subordinated to this Lease shall or (b) this Lease may be subject subordinated to any mortgage or mortgages now or later placed on Landlord’s interest in the Premises. The mortgagee’s option must be exercised by notice to Tenant. Tenant must execute and subordinate at all times to all ground or underlying leases that now exist or may hereafter be executed affecting the Building or deliver, within 30 days after a request, any part thereof or the Landfurther instruments, and in a form acceptable to the lien of any mortgages mortgagee, confirming subordination as requested by Landlord or deeds of trust in any amount or amounts whatsoever now or hereafter placed on or against the Building or any b. Landlord’s mortgagee. In the event of (i) a transfer of Landlord's interest in the Building, (ii) the termination of foreclosure or 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 conveyance by deed in lieu of foreclosure under any mortgage or deed of trustforeclosure, or pursuant Tenant must attorn 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 Landlord or Landlord's Xxxxxxxx’s successor in interest, attorn provided that the successor agrees in writing to recognize Xxxxxx’s rights under this Lease. Tenant must execute and recognize deliver, within 30 days after a request, any further instruments, in a form acceptable to Xxxxxxxx’s successor in interest, attorning to the transferee or purchaser of Landlord's successor in interest or the lessor under the terminated ground or underlying lease, as the case may be, and recognizing it as Landlord under this Lease for the balance then remaining of the Term, and thereafter this Lease shall continue as Lease. Within 30 days after 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. Xxxxxx agrees, at any time, and from time to time, upon not less than fifteen (15) days' prior notice demand by Landlord, to execute, acknowledge Xxxxxx must execute and deliver to Landlord an estoppel certificate, in a form acceptable to Landlord, a statement in writing certifying certifying a. the Commencement Date; b. the Expiration Date; c. that this Lease is unmodified and in full force and effect (effect, or if there have been modifications, that the same is in full force and effect as modified and modified, stating the modifications); d. that the Lease is not in default, and or a list of any defaults; e. that Tenant does not claim any rights of setoff, or a list of rights of setoff; f. the dates amount of Rent due as of the date of the certificate, or the date to which the Rent, Additional Rent and other charges have has been paid, and stating whether or not to paid in advance; g. the best knowledge of the signer of such certificate, Landlord is in default in the performance amount of any covenant, agreement, term, provision or condition contained in this Lease Security Deposit; and, if so, specifying each such default of which the signer may have knowledge, and any h. other information matters reasonably requested by Xxxxxxxx. Landlord or any 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 and any prospective purchaser or lessee of the Building Premises may rely on this certificate. It is within the contemplation of the parties that Tenant’s failure to provide the estoppel certificate could result in the loss of a prospective sale or any part thereof,loan and that Tenant is liable for all damages resulting from such a loss.

SUBORDINATION AND ESTOPPEL CERTIFICATES. a. 25.1 This Lease shall be subject subordinate to any and subordinate at all times to all ground encumbrances now of record or underlying leases that now exist or may hereafter be executed recorded after the date of this Lease affecting the Building or any part thereof or Premises, the LandBuilding, Common Area, other improvements, and land on which they are a part, and to any and all advances made on the lien of security thereof, and to all renewals, modifications, replacements, and extensions. Tenant shall from time to time on request from Landlord execute, acknowledge, and deliver any mortgages documents or deeds of trust in instruments that may be required by a lender, or otherwise convenient, to effectuate or acknowledge any amount or amounts whatsoever now or hereafter placed on or against the Building or any b. subordination. In the event of (i) a transfer of Landlord's interest any proceedings are brought for foreclosure or in the Building, (ii) the termination of any ground or underlying lease event of the Building or the Land, or both, or (iii) the purchase or other acquisition exercise of the Building or Landlord's interest therein in a foreclosure power of sale or by deed in lieu of foreclosure under any mortgage or mortgage, deed of trust, or pursuant other encumbrance covering the Premises, Tenant shall attorn to the purchaser as landlord, subject to and in accordance with the provisions of the Subordination, Non-Disturbance and Attornment Agreement as provided in Attachment C, attached hereto. If Tenant fails to execute, acknowledge, and deliver any such documents or instruments, Tenant irrevocably constitutes and appoints Landlord as Tenant’s special attorney-in-fact to execute, acknowledge, and deliver any such documents and instruments. Notwithstanding anything contrary specified herein, Landlord shall, within thirty (30) days after the Commencement Date as specified herein, obtain from Landlord’s mortgagee a power written “non-disturbance agreement” in favor of sale contained Tenant substantially in the form attached hereto as Attachment C which contains modifications to lender’s form made by Tenant and Landlord will submit to Landlord’s lender Tenant’s proposed modifications without any mortgage representation that Tenant’s proposed changes can be made, providing that if Tenant has not committed a Default which has not been cured within the applicable notice and cure period, such party will recognize this Lease and Tenant’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the same terms as this Lease for the remaining term hereof. 25.2 Landlord’s interest in this Lease, the Premises, and the Building shall not be subordinant to any encumbrances resulting from any act of Tenant, and nothing in this Lease shall be construed to require such subordination by Landlord, except as provided in the Special Lease Terms. Tenant is not authorized to place or allow to be placed any lien, mortgage, deed of trust, then or encumbrance of any kind upon all or any part of the Premises and/or the Building or Tenant’s leasehold interest in the Premises, and any such purported transaction shall be void, except as provided in the Special Lease Terms. Furthermore, any such purported transaction shall be deemed a tortious interference with Landlord’s relationship with Tenant and Landlord’s fee ownership of such events the Premises and/or the Building, except as provided in the Special Lease Terms. 25.3 Tenant shall, at the request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or 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 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. Xxxxxx agrees, at any time, time and from time to time, without cost or charge to Landlord, upon not less than fifteen ten (1510) days' business days prior notice written request by Landlord, to execute, acknowledge acknowledge, and deliver to Landlord, Landlord a statement in writing certifying that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is are in full force and effect as modified and stating the modifications)modification) and, and if so, the dates to which the Rent, Additional Rent fixed rent and any other charges have been paidpaid in advance, and stating whether or not the Term Commencement Date, number of options to extend the term and such other statements of fact pertinent to the best knowledge terms and conditions of the signer of such certificate, Landlord is in default in the performance of any covenant, agreement, term, provision or condition contained in this Lease andas Landlord may reasonably request, if so, specifying each such default of which the signer may have knowledge, and any other information reasonably requested by Landlord or any mortgagee or ground lessor of the Building and/or the Land it being intended that any such statement delivered pursuant hereto to this Section 25.3 may be relied upon by any prospective purchaser purchaser, encumbrancer, mortgagee, or lessee lender (including assignees) of the Building Premises. The form of Estoppel Certificate is provided in Attachment B attached hereto. Landlord shall, at any time and from time to time, without cost or any part thereof,charge to Tenant, upon not less than ten (10) business days prior written request by Tenant, execute, acknowledge, and deliver to Tenant a similar statement.