Common use of Subordination Attornment and Estoppel Clause in Contracts

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be subordinate to the lien of any first deed of trust or first mortgage subsequently placed upon the real property of which the Premises are a part, and to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project and any amendments thereto, and Tenant shall execute any documents required by Landlord or Landlord’s mortgagee in this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as to the lien of any such deed of trust or mortgage, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings or brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord certifying the requested information, including among other things, the dates of commencement and termination of this Lease, the amounts of security deposits, that this Lease is in full force and effect, if such be the case, and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be Lease and the rights of Tenant are expressly subject and subordinate to the lien and provisions of any first mortgage, deed of trust trust, deed to secure debt, or first mortgage subsequently placed upon ground lease, now or hereafter encumbering the real property Premises, Building and Project, ("Security Instrument") or any part thereof, and all amendments, renewals, modifications and extensions of which the Premises are a part, and to any such Security Instrument and to all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project to be made upon such Security Instrument. Tenant shall, within 7 days after receipt of written notice by Landlord, execute and any amendments theretodeliver such further instruments, and Tenant shall execute any documents in such form as may be required by Landlord or Landlord’s mortgagee in any holder of a proposed or existing Security Instrument, subordinating this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as Lease to the lien of any such deed of trust Security Instrument as may be requested in writing by Landlord or mortgage, Tenant’s right security holder from time to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereoftime. In the event of the foreclosure of any proceedings such Security Instrument by voluntary agreement or brought for otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, upon request, shall attorn to such mortgagee or purchaser in the event foreclosure. Tenant agrees to execute and deliver at any time upon request of the exercise such mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. This provision will be self operative and no further instrument of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, subordination will be required in order to effect it. Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation within 7 days of the Premises or the land thereunder receipt of written notice by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord a statement in writing certifying the requested informationthat this Lease is unmodified and in full force and effect, including among other thingsor, the dates of commencement and termination of if there have been modifications, that this Lease, the amounts of security depositsas modified, that this Lease is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that Landlord is not in default under this Lease or, if in default, a detailed description of such be the case, and default; that there are no differences, offsets Tenant is or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall is not in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days possession of the service on Tenant or a written request thereforPremises, then it is agreed between as the parties hereto that Landlord case may suffer substantial damage be; and containing such other information and agreement as a result of may be reasonably requested. If requested by Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute will use commercially reasonable efforts to obtain a Subordination and Non-Disturbance Agreement from the holder of any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interestSecurity Instrument.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be Lease and the rights of Tenant are expressly subject and subordinate to the lien and provisions of any first mortgage, deed of trust trust, deed to secure debt, ground lease, assignment of leases, or first mortgage subsequently placed upon other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the real property Premises, Building, Property, or any part thereof, and all amendments, renewals, modifications and extensions of which the Premises are a part, and to any such Security Instrument and to all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project to be made upon such Security Instrument. Tenant shall, within 7 days after receipt of written notice by Landlord, execute and any amendments theretodeliver such further instruments, and Tenant shall execute any documents in such form as may be required by Landlord or Landlord’s mortgagee in any holder of a proposed or existing Security Instrument, subordinating this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as Lease to the lien of any such deed of trust Security Instrument as may be requested in writing by Landlord or mortgage, Tenant’s right holder from time to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereoftime. In the event of the foreclosure of any proceedings such Security Instrument by voluntary agreement or brought for otherwise, or the commencement of any judicial action seeking such foreclosure, or in Tenant, at the event request of the exercise then Landlord, shall attorn to such mortgagee or purchaser in foreclosure. *Tenant agrees to execute and deliver at any time upon request of such mortgagee, purchaser, or their successors, any instrument to further evidence such attornment. *Subject to Landlords commercially reasonable efforts to obtain a Subordination and Non-Disturbance Agreement from the Lender or mortgage-holder of the power of sale under any mortgage or deed of trust made by Landlord covering the PremisesBuilding, Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation within 7 days of the Premises or the land thereunder receipt of written notice by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord a statement in writing certifying the requested informationthat this Lease is unmodified and in full force and effect, including among other thingsor, the dates of commencement and termination of if there have been modifications, that this Lease, the amounts of security depositsas modified, that this Lease is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that Landlord is not in default under this Lease or, if in default, a detailed description of such default; that Tenant is or is not in possession of the Premises, as the case may be; and containing such other information and agreements as may be reasonably requested. Landlord will use commercially reasonable efforts to obtain a Subordination and Non-Disturbance Agreement from the case, and that there are no differences, offsets Lender or defaults mortgage-holder of Landlord, or noting such differences, offsets or defaults as actually existthe Building. Tenant All costs relating to the securing of this agreement shall be liable a direct cost paid for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This Lease22.1 Subordination and Non-Disturbance Subject to the provisions of this Section, this Lease and the leasehold estate created hereby shall be, at the option and upon written declaration of Landlord’s option, shall be subordinate subject, subordinate, and inferior to the lien and estate of any first deed of liens, trust or first mortgage subsequently placed upon the real property of which the Premises are a partdeeds, and to any and all advances made on the security thereofencumbrances (“Mortgages”), and to all renewals, modificationsextensions, consolidations, or replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project and any amendments thereto, and Tenant shall execute any documents required imposed by Landlord or Landlord’s mortgagee in this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare upon the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interestPremises; provided, however, that as this Lease shall not be subordinate to any Mortgage arising after the lien date of this Lease, or any renewal, extension, or replacement thereof, unless and until Landlord provides Tenant (for the benefit of Tenant and Tenant’s leasehold mortgagees, successors and assigns) with an agreement (“Non-Disturbance Agreement”), signed and acknowledged by each holder of any such deed of trust or mortgage, Tenant’s right to quiet possession of the Premises shall not be disturbed if interest setting forth that so long as Tenant is not in default hereunder, beyond any applicable notice and so long as Tenant cure periods hereunder, Landlord’s and Tenant’s rights and obligations hereunder shall pay the rent remain in force and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant Tenant’s right to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease possession shall be deemed prior upheld. The Non-Disturbance Agreement may contain additional provisions as are customarily requested by secured lenders with liens encumbering real property security similar to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings or brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shallincluding, at the new owner’s optionwithout limitation, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord certifying the requested information, including among other things, the dates of commencement and termination of this Lease, the amounts of security deposits, that this Lease is in full force and effect, if such be the case, and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay agreement to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (attorn as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day 22.2 below. Tenant shall, promptly follow a request by Landlord and after service receipt of the request for such estoppel certificateNon-Disturbance Agreement, financial statement execute and acknowledge any subordination agreement or assignment other documents required to establish of rights until record the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service priority of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant encumbrance over this Lease, so long as such agreement does not otherwise increase Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as obligations or diminish Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interestrights hereunder.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, Lease is and shall be subject and subordinate to the lien of any first deed of trust all mortgages that may now or first mortgage subsequently placed upon the real property of which hereafter affect the Premises are a part, and to any and all advances made or the building located on the security thereofPremises, and to all renewals, modifications, consolidations, replacements replacements, and extensions thereof, as well as of the mortgages provided that (i) any reciprocal easement agreement such mortgage now existing or hereafter recorded against placed upon the office Premises or the building project and located on the Premises shall provide that so long as there shall be outstanding no continuing event of default in any amendments theretoof the terms, and conditions, covenants, or agreements of this Lease on the part of the Tenant shall execute any documents required by Landlord or Landlord’s mortgagee in this regard within ten (10) days to be performed, the leasehold estate of written request to do so the Lease created hereby and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder peaceful and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as to the lien of any such deed of trust or mortgage, Tenant’s right to quiet possession of the Premises shall not be disturbed if by any foreclosure of such mortgage, and (ii) the mortgagee, Landlord and Tenant shall enter into a three party non-subordination and attornment agreement, which agreement shall be reasonably acceptable to Landlord’s lender, confirming that Tenant’s possession will not be disturbed in the event of foreclosure or deed in lieu of foreclosure, as long as Tenant is not in default under the Lease beyond any notice and so long opportunity to cure provided therein. Except as Tenant otherwise provided above, this Section shall pay the rent be self-operative and observe and perform all no further instrument of the provisions subordination shall be necessary. However, in confirmation of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings or brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premisessubordination, Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord certifying the requested informationwritten request, including among other things, the dates of commencement and termination of this Lease, the amounts of security deposits, that this Lease is in full force and effect, if such be the case, and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights certificate that Landlord may request. From time to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificatetime, financial statement or assignment of rights within each party upon written request from the other no later than ten (10) days after such request, shall execute and deliver to the requesting party an estoppel certificate in favor of such party designated by the service on requesting party substantially in the form attached hereto as Exhibit “C”, or such other form as the parties may mutually agree. If Tenant or a written request thereforfails to execute and deliver to Landlord an estoppel certificate within such ten (10) day period, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth One Hundred Dollars (1/30th$100.00) of the Base Rent (as set forth in Section 4 hereof) per day for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights thereafter until the same certificate is provided executed and delivered to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be subordinate to the lien of any first deed of trust or first mortgage subsequently placed upon the real property of which the Premises are a part, and to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project and any amendments thereto, and Tenant shall execute any documents required by Landlord or Landlord’s mortgagee in this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; : provided, however, that as to the lien of any such deed of trust or mortgage, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all a result of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its termssuch subordination. If any mortgagee, trustee or ground Landlord lessor shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or to subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. Upon the request of Landlord or any mortgagee or beneficiary holding a secured interest in the Shopping Center, Tenant shall execute and return to Landlord, within ten (10) days after demand therefor, a subordination agreement in recordable form subordinating this Lease to existing or future secured interests. In the event any proceedings or are brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, at the new owner’s option, shall attorn to the purchaser Purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment assignment, or hypothecation of the Shopping Center, the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate, certificate and/or financial statement or shall be requested of Tenant, Tenant agreesshall, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s recordable form) addressed to any such proposed mortgagee or purchaser or to Landlord Landlord, certifying the requested information, including among other things, things the dates of commencement and termination of this Lease, the amounts amount of the security depositsdeposit, if any, and that this Lease is in full force and effect, effect (if such be the case, ) and that there are no differences, offsets or defaults of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement statement, subordination agreement, or assignment of rights within ten (10) days of the service on Tenant or a Landlord’s written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30thl/30th) of the Base Rent (as set forth in Section 4 hereof) Guaranteed Minimum Monthly Rental for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be Lease and the rights of Tenant are expressly subject and subordinate to the lien and provisions of any first mortgage, deed of trust trust, deed to secure debt, ground lease, assignment of leases, or first mortgage subsequently placed upon other security instrument or operating agreement (collectively a "Security Instrument") now or hereafter encumbering the real property Premises, Building, Property, or any part thereof, and all amendments, renewals, modifications and extensions of which the Premises are a part, and to any such Security Instrument and to all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project to be made upon such Security Instrument. Tenant shall, within 7 days after receipt of written notice by Landlord, execute and any amendments theretodeliver such further instruments, and Tenant shall execute any documents in such form as may be required by Landlord or Landlord’s mortgagee in any holder of a proposed or existing Security Instrument, subordinating this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as Lease to the lien of any such deed of trust Security Instrument as may be requested in writing by Landlord or mortgage, Tenant’s right holder from time to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. time In the event any proceedings or brought for foreclosure, or in the event of the exercise foreclosure of any such Security Instrument by voluntary agreement or otherwise, or the commencement of any judicial action seeking such foreclosure, Tenant, at the request of the power then Landlord, shall attorn to such mortgagee or purchaser in foreclosure Tenant agrees to execute and deliver at any time upon request of sale under such mortgagee, purchaser, or their successors, any mortgage or deed of trust made by Landlord covering the Premises, instrument to further evidence such attornment. Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation within 7 days of the Premises or the land thereunder receipt of written notice by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord a statement in writing certifying the requested informationthat this Lease is unmodified and in full force and effect, including among other thingsor, the dates of commencement and termination of if there have been modifications, that this Lease, the amounts of security depositsas modified, that this Lease is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that Landlord is not in default under this Lease or, if in default, a detailed description of such default; that Tenant is or is not in possession of the Premises, as the case may be; and containing such other information and agreements as may be reasonably requested If requested, Landlord will use commercially reasonable efforts to obtain a Subordination and Non-Disturbance Agreement from the case, and that there are no differences, offsets Lender or defaults mortgage-holder of Landlord, or noting such differences, offsets or defaults as actually exist. Tenant the Building All costs relating to the securing of this agreement shall be liable a direct cost paid for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This Lease, at Landlord’s option, shall be Lease and the rights of Tenant are expressly subject and subordinate to the lien and provisions of any first mortgage, deed of trust trust, deed to secure debt, ground lease, assignment of leases, or first mortgage subsequently placed upon other security instrument or operating agreement (collectively a “Security Instrument”) now or hereafter encumbering the real property Premises, Building, Property, or any part thereof, and all amendments, renewals, modifications and extensions of which the Premises are a part, and to any such Security Instrument and to all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project to be made upon such Security Instrument. Tenant shall, within 7 days after receipt of written notice by Landlord, execute and any amendments theretodeliver such further instruments, and Tenant shall execute any documents in such form as may be required by Landlord or Landlord’s mortgagee in any holder of a proposed or existing Security Instrument, subordinating this regard within ten (10) days of written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest; provided, however, that as Lease to the lien of any such deed of trust Security Instrument as may be requested in writing by Landlord or mortgage, Tenant’s right holder from time to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether this Lease is dated prior or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereoftime. In the event of the foreclosure of any proceedings such Security Instrument by voluntary agreement or brought for otherwise, or the commencement of any judicial action seeking such foreclosure, or in Tenant, at the event request of the exercise then Landlord, shall attorn to such mortgagee or purchaser in foreclosure. Tenant agrees to execute and deliver at any time upon request of the power of sale under such mortgagee, purchaser, or their successors, any mortgage or deed of trust made by Landlord covering the Premises, instrument to further evidence such attornment. Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation within 7 days of the Premises or the land thereunder receipt of written notice by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord a statement in writing certifying the requested informationthat this Lease is unmodified and in full force and effect, including among other thingsor, the dates of commencement and termination of if there have been modifications, that this Lease, the amounts of security depositsas modified, that this Lease is in full force and effect; providing a true, correct and complete copy of the Lease and any and all modifications of the Lease; the amount of each item of the Rent then payable under this Lease and the date to which the Rent has been paid; that Landlord is not in default under this Lease or, if in default, a detailed description of such default; that Tenant is or is not in possession of the Premises, as the case may be; and containing such other information and agreements as may be reasonably requested. If requested, Landlord will use commercially reasonable efforts to obtain a Subordination and Non-Disturbance and Attornment Agreement (“SNDA”) Agreement from the case, and that there are no differences, offsets Lender(s) (the Security Holders) or defaults mortgage-holder of Landlord, or noting such differences, offsets or defaults as actually existthe Building. Tenant All costs relating to the securing of this agreement shall be liable a direct cost paid for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental due under this Lease, in an amount equal to one-thirtieth (1/30th) of the Base Rent (as set forth in Section 4 hereof) for each day commencing on the eleventh (11th) day after service of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interest.

Subordination Attornment and Estoppel. This LeaseA. Tenant acknowledges that its rights under this Lease are and shall always be subordinated to the operation and effect of any mortgage, at Landlord’s optiondeed of trust, ground lease or other similar security instrument and of all the covenants and restrictions running with the land, now or to be placed upon all or any portion of the Office Building and the Office Building Area, and shall be subordinate subject to the lien legal operation and effect of any first deed the loan documents related to landlord's existing loan. The subordination provisions of trust or first mortgage subsequently placed upon the real property this Subsection 15.A shall be self-operative and no further instruments of which the Premises are a partsubordination shall be required. In confirmation of such subordination, and to any and all advances made on the security thereof, and to all renewals, modifications, consolidations, replacements and extensions thereof, as well as any reciprocal easement agreement now or hereafter recorded against the office building project and any amendments thereto, and Tenant shall execute and deliver promptly any documents required by certificate or other instrument which Landlord or any holder of any mortgage or any trustee under any Deed of Trust to which their Lease is subordinate, may reasonably request. In the event of any sale of the Office Building and/or Office Building Area, or any part thereof, pursuant to any foreclosure or other provisions of any Deed of Trust or mortgage, this Lease shall continue in full force and effect, and the Tenant will, upon request, attorn to and acknowledge the purchaser or purchasers at such sale or sales as Landlord hereunder. Unless the Beneficiary of such Deed of Trust or other Mortgagee or such purchaser or purchasers or the Trustees under the Deed of Trust shall, at or prior to the time of such sale or sales or within sixty (60) days thereafter, notify the Tenant, in writing, to vacate and surrender the leased Premises within ninety (90) days from the date of such sale or sales, in the event of which notice this Lease Shall fully terminate and expire at the end of such period of ninety (90) days from and after the date of such sale or sales. Tenant, upon request, will execute an attornment instrument and attorn to such Mortgagees or Trustees or to any successor in interest of Landlord’s mortgagee in , and become its tenant on the same terms and covenants of this regard Lease for the unexpired portion of the Term. Tenant also agrees, within ten twenty one (1021) days of a written request to do so and Tenant’s failure or refusal to do so shall constitute a material default by Tenant hereunder and Landlord may, without further notice to Tenant, declare the term hereof ended, and Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact and in Tenant’s name, place and steadLandlord, to execute such documentsexecute, such appointment acknowledge and deliver to be irrevocable and coupled with an interest; provided, however, that as Landlord or to the lien of any such deed of trust or mortgage, Tenant’s right to quiet possession of the Premises shall not be disturbed if Tenant is not in default and so long as Tenant shall pay the rent and observe and perform all of the provisions of this Lease, unless this Lease is otherwise terminated pursuant to its terms. If any mortgagee, trustee or ground other similar secured party designated by Landlord shall elect to have this Lease prior to the lien of its mortgage, deed of trust or ground lease, and shall give written notice thereof to Tenant, this Lease shall be deemed prior to such mortgage, deed of trust or ground lease, whether a certificate in writing stating: (i) that this Lease is dated prior unmodified and in full force and effect (or subsequent to the date of said mortgage, deed of trust or ground lease or the date of recording thereof. In the event any proceedings or brought for foreclosure, or in the event of the exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall, at the new owner’s option, attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this Lease. If upon any sale, assignment or hypothecation of the Premises or the land thereunder by Landlord, or at any other time, an estoppel certificate, and/or financial statement or Tenant, Tenant agrees, within ten (10) days thereafter, to deliver such financial statement, and to deliver such estoppel certificate (in the form of that attached hereto or as may be required by Landlord’s mortgagee or purchaser or to Landlord certifying the requested information, including among other things, the dates of commencement and termination of this Lease, the amounts of security depositsif there have been modifications, that this the Lease is in full force and effect, if such be effect as modified and identifying the case, and that there are no differences, offsets or defaults of Landlordmodification agreements), or noting such differences, offsets if this Lease is not in full force and effect the certificate shall so state; (ii) the date to which Rent has been paid; (iii) whether or defaults as actually exist. not there is any existing default by Tenant shall be liable for any loss or liability resulting from any incorrect information certified, and such mortgagee and purchaser shall have the right to rely on such estoppel certificate and financial statement. Tenant shall in the same manner acknowledge and execute payment of Rent or any assignment of rights to receive rents as required by any mortgagee of Landlord. Should Tenant fail to provide such estoppel certificate, financial statement or assignment of rights within ten (10) days of the service on Tenant or a written request therefor, then it is agreed between the parties hereto that Landlord may suffer substantial damage as a result of Tenant’s failure and therefore Tenant shall pay to Landlord daily Additional Rental, in addition to all other rental sums due under this Lease, in and whether or not there is any other existing default by either party and whether a notice of default has been served, and, if there is such a default, specifying its nature and extent; (iv) whether or not there are then any set-offs, defenses or counterclaims against enforcement or the obligations to be perform by Tenant under this Lease; and (v) such other matters relating to this Lease as may be reasonably request by Landlord or any mortgagees, trustees or other secured party, it being intended that any such certificate delivered pursuant to this Section may be relied upon by any such mortgagee, trustee or other secured party; and (vi) an amount equal to one-thirtieth (1/30th) acknowledgement of the Base Rent (as set forth in Section 4 hereof) for each day commencing any Deed of Trust or mortgage on the eleventh (11th) day after service Office Building and/or Office Building Area in form acceptable to the mortgagee, trustees or beneficiary of the request for such estoppel certificate, financial statement or assignment of rights until the same is provided to Landlord, its mortgagee or purchaser. Said daily Additional Rental shall be due and payable daily for each day commencing on the eleventh (11th) day following the service of such request, and in default three (3) days after each such daily due date. In addition but without limitation of the foregoing, Landlord may at its option execute any such documents on behalf of Tenant as Tenant’s attorney-in-fact, and Tenant does hereby appoint Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead, to execute such documents, such appointment to be irrevocable and coupled with an interesttrust.